STATE OF ILLINOIS SOLICITATION DOCUMENT

Early Intervention Credentialing Office 37066

The Illinois Department of Human Services (AGENCY) is requesting Offers (bids / proposals) from responsible Vendors to meet the State's needs. Below is a brief description of our needs with detailed requirements in subsequent sections of this solicitation. If you are interested and able to meet these requirements, please submit an Offer. We are issuing this solicitation in the following form and you must take that into account when reading and responding:

Request for Proposals (Professional and Artistic Services) Brief Description: The Illinois Department of Human Services, Division of Community Health and Prevention, seeks an organization with which to contract for the establishment and maintenance of an Early Intervention (EI) Credentialing office to support a system of credentialing and enrollment for approximately 5,500 EI providers, in compliance with 89 IL Admin Code 500.

The selected Vendor will provide, receive, track, review, and approve credential/enrollment application material; review coursework, maintain a searchable database, and determine applicant compliance related to the EI education requirement; process and provide payment for review of evaluation reports for evaluation credentials; maintain a database of credentialed EI providers; coordinate the background check process; provide training and technical assistance regarding EI credentialing/enrollment; maintain a toll-free number; develop and maintain a credential/enrollment web site; and participate in Illinois Interagency Council on Early Intervention work groups. The solicitation package consists of two parts: Part A INSTRUCTIONS FOR SUBMITTING AND EVALUATING BIDS AND PROPOSALS: Part A consists of the following sections:

SECTION 1 INSTRUCTIONS, DATES, RESERVATIONS AND OTHER GENERAL INFORMATION SECTION 2 HOW WE WILL EVALUATE OFFERS SECTION 3 SPECIFICATIONS / QUALIFICATIONS / STATEMENT OF WORK These sections provide information necessary for submitting an Offer (a bid or proposal), set forth the basic legal and policy requirements associated with this solicitation and tell how we will evaluate Offers.

Part B OFFER RESPONSE FORMS: Part B consists of the following sections:

SECTION 4 OFFER TO STATE OF ILLINOIS SECTION 5 RESPONSIBILITY FORMS SECTION 6 RESPONSIVENESS SECTION 7 PRICE SECTION 8 CONTRACT

Your response to Part B will constitute your Offer to the State and will provide us with information about you, what you will provide, your ability to perform and your price. We will evaluate this information as well as compliance with the Instructions.

In this document the State of Illinois will be referred to as “State”, “Agency”, “we” or “us”. The person submitting an Offer will be referred to as “Vendor”, “Contractor” or “You”. “We” is used appropriate to the context. Please read the entire solicitation package and submit your Offer for evaluation in accordance with all instructions. Public Act 95-971 addresses political contributions by Vendors, including affiliated persons and entities. Accordingly, this solicitation contains new provisions that implement the Act. These provisions may be applicable to the contract resulting from this solicitation. http://www.purchase.state.il.us/ipb/IPBhomep.nsf?Open

NON-DISCRIMINATION POLICY In compliance with the State and Federal Constitutions, the Illinois Human Rights Act, the U.S. Civil Rights Act, and Section 504 of the Federal Rehabilitation Act, the State of Illinois does not discriminate in employment, contracts, or any other activity.

Page 1 Revision Date 4/10/2009

SECTION 1 - INSTRUCTIONS, DATES, RESERVATIONS AND OTHER GENERAL INFORMATION 1.0 PROJECT CONTACT: If you have a question or suspect an error, you must immediately notify the Project Contact identified in this section. Do not discuss the solicitation or your Offer, directly or indirectly, with any State officer or employee other than the State Project Contact. Only written answers to questions shall be binding on the State.

Project Contact Name: William Strahle Agency: DHS - Office of the SPO Address: Centrum North 401 N. 4th St. 2nd Floor Springfield, IL. 62702 Phone: 217 524 5115 Fax: 217 557-9044

Email: William.Strahle@illinois.gov 1.1 VENDOR CONFERENCE / SITE VISIT: Yes No Mandatory Attendance: Yes No

Date and Time: April 28, 2009, @ 9:00 a.m. cst Location: 222 S. College, 2nd floor conference room Springfield, IL 62704 We will provide written responses to questions and only those written responses shall be binding. If attendance is mandatory you will be disqualified if you (incumbents included) do not attend, are not on time, leave early or fail to sign the attendance sheet. You must allow adequate time to accommodate security screenings at the site. 1.2 OFFER DUE DATE, TIME AND SUBMISSION LOCATION: Due Date: May 15, 2009 Time: 1:00 p.m. cst

DELIVER OFFERS TO: Il Department of Human Services Attn: William Strahle Office of the State Purchasing Officer 401 N. 4th St., 2nd Floor Springfield, IL 62702 LABEL OUTSIDE OF ENVELOPE / CONTAINER: Early Intervention Credentialing 37066 Due Date: May 15, 2009 at 1:00 p.m. cst [Vendor Name & Address]

We will open Offers at the Due Date, Time and Delivery Location. Prior to the due date, you may mail or hand-deliver Offers, modifications, and withdrawals. We do not allow e-mail, fax, or other electronic submissions. We must physically receive submissions as specified; it is not sufficient to show you mailed or commenced delivery before the due date and time. We will not consider Offers, modifications or withdrawals submitted after the due date and time. All times are State of Illinois local times. 1.3 NUMBER OF COPIES: You must submit a signed original and 6 copies of the Offer in a sealed container. In addition, you must submit 1 copies on CD in the following format Wordperfect . If this is an RFP, you must submit separate CDs for technical and price with the price CD sealed in the pricing envelope. If you are requesting confidential treatment, you must make that request in the form and manner specified elsewhere in this solicitation. 1.4 OFFER FIRM TIME: Your Offer must remain firm for 120 days from opening. 1.5 SECURITY: Bid Bond N/A Performance Bond N/A . 1.6 PROTEST REVIEW OFFICE:

Attn: Curtis L. Thompson, SPO Ph: 312-814-4723 IDHS STATE PROCUREMENT OFFICE Fax: 312-814-5978

JRTC – 100 W. Randolph, Suite 5-600 TDD: 866-786-3936 Chicago, Il 60601 You may submit a written protest of our actions to the PROTEST REVIEW OFFICE following the requirements of the Standard Procurement Rules (44 Ill. Adm. Code 1.5550). We must physically receive the protest by noon of the seventh calendar day after you knew or should have known of the facts giving rise to the protest. 1.7 SMALL BUSINESS SET-ASIDE: Yes No. If “Yes” is marked, you must be certified by the Small Business Set-Aside Program at the time Offers are due in order for us to evaluate your Offer. For complete requirements and to certify your business in the Small Business Set-Aside Program, visit http://www.sell2.illinois.gov/bep/Set_Aside.htm.

Page 2 Revision Date 4/10/2009

1.8 MINORITY, FEMALE AND PERSONS WITH DISABILITY SUBCONTRACTING: Yes No. If “Yes” is marked, this solicitation contains a goal to include businesses owned and controlled by minorities, females and persons with disabilities in the State’s procurement and contracting processes. In addition to the number of copies requested above, you must submit an original and 1 copy of the Utilization Plan and Letter of Intent, sealed separately within the offer container. Failure to submit a Utilization Plan as instructed later in this solicitation will render the offer non-responsive. All questions regarding the subcontracting goal must be directed to the Supplier Diversity Manager at 312-814-1589 or Nancy.Quoss@illinois.gov. Subcontracting vendors must be certified by CMS as BEP vendors before the time of contract award. Go to http://www.sell2.illinois.gov/bep/Business_Enterprise.htm for complete requirements for BEP certification. 1.9 PUBLIC CONTRACTS NUMBER: (775 ILCS 5/2-105) If you do not have a Department of Human Rights’ (DHR) Public Contracts Number or have not submitted a completed application to DHR for one before opening we may not be able to consider your Offer. Please contact DHR at 312-814-2431 or visit http://www.state.il.us/dhr/index.htm for forms and details. 1.10 OUT OF STATE COMPANIES: Non-Illinois Vendors must contact the Illinois Secretary of State (217-782-1834) regarding a Certificate of Authority to Transact Business in Illinois (805 ILCS 5/13). Application Form BCA 13.15 may be downloaded from http://www.cyberdriveillinois.com/departments/business_services/publications_and_forms/bca.html. 1.11 ILLINOIS PROCUREMENT BULLETIN (Bulletin): We publish procurement information (including updates) in the electronic Bulletin (http://www.purchase.state.il.us). Procurement information may not be available in any other form or location. You are responsible for monitoring the Bulletin; we cannot be held responsible if you fail to receive the optional e-mail notices. 1.12 AWARD: We will post a notice to the Bulletin identifying the apparent awardee. The notice extends the Offer Firm Time until we sign a contract or determine not to sign a contract. We may accept or reject your Offer as submitted, or may require contract negotiations. If negotiations do not result in an acceptable agreement, we may reject your Offer and begin negotiations with another Vendor. Protested awards are not final and are subject to resolution of the protest. 1.13 PUBLIC RECORDS AND REQUESTS FOR CONFIDENTIAL TREATMENT: Offers become the property of the State and these and late submissions will not be returned. Your Offer will be open to the public under the Illinois Freedom of Information Act (FOIA) (5 ILCS 140) and other applicable laws and rules, unless you request in your Offer that we treat certain information as exempt. We will not honor requests to exempt entire Offers. You must show the specific grounds in FOIA or other law or rule that support exempt treatment. Regardless, we will disclose the successful Vendor’s name, the substance of the Offer, and the price. If you request exempt treatment, you must submit an additional copy of the Offer with exempt information deleted. This copy must tell the general nature of the material removed and shall retain as much of the Offer as possible. You will be responsible for any costs or damages associated with our defending your request for exempt treatment. You agree the State may copy the Offer to facilitate evaluation, or to respond to requests for public records. You warrant that such copying will not violate the rights of any third party. 1.14 RESERVATIONS: You must read and understand the solicitation and tailor your Offer and activities to ensure compliance. We reserve the right to amend the solicitation; reject any or all Offers; to award by item, group of items, or grand total; and to waive minor defects. We may request a clarification; inspect your premises; interview staff; request a presentation; or otherwise verify the contents of the Offer, including information about subcontractors and suppliers. We may request Best & Final Offers when appropriate. We will make all decisions on compliance, evaluation, terms and conditions, and shall make decisions solely in the best interests of the State. This competitive process requires that you provide additional information and otherwise cooperate with us. If you do not comply with requests for information and cooperate, we may reject your Offer. You have no right to an award by submitting an Offer, nor do you have the right to a contract based on our posting your name in a Bulletin notice. We are not responsible for and will not pay any costs associated with the preparation and submission of your Offer. If you are the awardee, you shall not commence, and will not be paid for any billable work prior to the date all parties execute the contract, unless approved in writing in advance by the State Purchasing Officer or the Chief Procurement Officer (or the CPO’s designee). 1.15 GOVERNING LAW AND FORUM: Illinois law and rule govern this solicitation and any resulting contract. You must bring any action relating to this solicitation or any resulting contract in the appropriate court in Illinois. We do not allow binding arbitration. This document contains statutory references designated with “ILCS”. You may view the full text at http://www.ilga.gov/legislation/ilcs/ilcs.asp. The Illinois Procurement Code (30 ILCS 500) and the Standard Procurement Rules (44 Ill. Adm. Code 1) are applicable to this solicitation and may be viewed by users registered for the Illinois Procurement Bulletin at http://www.purchase.state.il.us. 1.16 EMPLOYMENT TAX CREDIT: Vendors who hire qualified veterans and certain ex-offenders may be eligible for tax credits. Please contact the Illinois Dept. of Revenue (312-814-3215) for information about tax credits. If you receive this tax credit you must report to the Dept. of Central Management Services the number of individuals hired for whom you received tax credits. You must submit this information by August 31 of each year covering the previous 12 months (July–June) (PA 94-1067; 30 ILCS 500/45-67 and 45-70). 1.17 DEFINITIONS:  Whenever used in this RFP, Contract, or amendment, including schedules and exhibits to this RFP or Contract,

the following terms will have the meanings defined below. Any objections or questions regarding the definitions should be raised with the Agency/Buyer during the RFP process.

Page 3 Revision Date 4/10/2009

1.17.1 Affiliates: any person, firm, corporation (including, without limitation, service corporation and professional corporation), partnership (including, without limitation, general partnership, limited partnership and limited liability partnership), limited liability company, joint venture, business trust, association or other entity that now or in the future directly or indirectly controls, is controlled by, or is under common control with Vendor.

1.17.2 Agency/Buyer: the agency, board, department or commission of State government responsible for entering into the Contract, monitoring performance, receiving the benefits derived from the Contract and making payments under the Contract.

1.17.3 Change of Control: any transaction or combination of transactions as a result of which (a) ownership of a vendor changes, (b) the sale or transfer of fifty percent (50%) or more of the beneficial ownership occurs or, (c) the divestiture, in whole or in part, of the business unit or division of a party that is obligated to produce the products and services occurs.

1.17.4 CMS: the State of Illinois Department of Central Management Services and any successor organizations. 1.17.5 Code: the Ill inois Procurement Code, 30 ILCS 500/1-5 et seq. Unofficial versions of the Code and Standard

Procurement Rules (44 III. Adm. Code 1), which are applicable to this procurement, may be viewed at http://www.purchase.state.il.us/.

1.17.6 Contract: the “Contract for Services” included with the State’s Request for Proposals. 1.17.7 Confidential Information: any material, data, or information disclosed by either Party to the other that, pursuant to

agreement of the parties or the State’s grant of a proper request for confidentiality, is not generally known by or disclosed to the public or to Third Parties including, without limitation: (a) all materials, know-how, processes, trade secrets, manuals, confidential reports, services rendered by State, financial, technical and operational information, and other matters relating to the operation of a Party’s business; (b) all information and materials relating to Third Party vendors of State that have provided any part of State’s information or communications infrastructure to State; (c) software; and (d) any other information that the Parties agree should be kept confidential. See also subsection 7.2.7 of Section 7 of this RFP, “Public Records and Requests for Confidential Treatment.”

1.17.8 Filing: where applicable, an instrument or document submitted to a regulatory body for review and approval to allow the Vendor(s) to make the Services contained therein available for consumption.

1.17.9 ILCS: Illinois Compiled Statutes. An unofficial version of the ILCS can be viewed at http://www.ilga.gov/legislation/ilcs/ilcs.asp.

1.17.10 Offer: the Offer consists of the Technical Proposal, Price Proposal, and all required forms and certifications—completed, signed, and returned by the Vendor.

1.17.11 Offer Firm Time: offers shall remain firm and unaltered after opening for the number of days shown. An Offer may be accepted, subject to successful contract negotiations, at any time during the Offer Firm Time.

1.17.12 Order: any written request from CMS or an Agency/Buyer for services and/or products and/or equipment pursuant to this Contract.

1.1713 Parties: the State of Illinois and the Vendor. 1.1714 Performance Guarantee: the Vendor’s commitment to place some or all of its fee at risk contingent upon the

Agency/Buyer’s satisfaction with the work to be performed. 1.17.15 Professional & Artistic Services: those services provided under contract to a State Agency by a person or

business, acting as an independent contractor, qualified by education, experience and technical ability including, without limitation, installation, implementation, integration, custom programming, conversion, training, consulting and any other similar services that may be provided by Vendor(s) independently or in conjunction with a Third Party hereunder.

1.17.16 R F P /R F P P& A : the State’s Request for Proposals (Professional & Artistic Services, if applicable). 1.17.17 Responses: when used in association with the term “RFP” refer to the Vendor’s(s’) replies, clarifications, revisions,

and additions to the State’s Request for Proposals. 1.17.18 Security: the Vendor may be required to provide offer security (e.g., bond, cashier’s check, money order or

irrevocable letter of credit) with the Offer and performance security within ten (10) days of acceptance of the Offer unless a different time is specified herein. Security shall be in the form of a bond unless otherwise agreed. In the event a bond is used, a surety licensed to do business in Illinois must issue the bond on a form acceptable to the Agency/Buyer. The security shall be forfeited if the selected Vendor withdraws its Offer before the expiration of the Offer Firm Time or after the Agency/Buyer issues a Notice of Intent to Award, does not honor the terms in its Offer, or does not negotiate contract terms in good faith. Security submitted by Vendors will be returned when the Offers expire, are rejected, or the Agency/Buyer enters into a contract with the successful Vendor, whichever is earliest.

1.17.19 State: the State of Illinois, as represented through any agency, department, board, or commission. 1.17.20 State Facility: any facility, site or location owned, managed, controlled or operated by the State. 1.17.21 State Liaison: when applicable, the CMS employee who shall act as a centralized liaison between Vendor(s) and

Agency/Buyer with respect to all matters relating to the administration of this Contract. 1.17.22 Third Party: any entity other than the Agency/Buyer, Vendor(s), or any of their respective Affiliates.

1.18 ACCEPTANCE:  the point in time when the product or equipment has been fully installed and operates in compliance with

the Agency/Buyer’s order and the Contract, or the State otherwise indicates acceptance in writing.

Page 4 Revision Date 4/10/2009

SECTION 2 - HOW WE WILL EVALUATE OFFERS 2.0 OFFER RESPONSE FORMS: We will evaluate the information you provide in the Offer Response Forms. You will find these forms in later sections of this solicitation. 2.1 EVALUATION CATEGORIES: We evaluate four categories of information: Administrative Compliance, Responsibility, Responsiveness, and Price. We will consider the information you supply or don’t supply, and the quality of that information when evaluating your Offer. If we find a failure or deficiency, we may have to reject the Offer or reflect that in the evaluation. 2.1.1 ADMINISTRATIVE COMPLIANCE: We will determine whether your Offer complied with the Instructions for submitting

Offers. Except for late submissions, we may require that a Vendor correct deficiencies as a condition of further evaluation. 2.1.2 RESPONSIBILITY: We will determine whether you are a “Responsible” Vendor; a Vendor with whom we can or should do

business. Factors that we may evaluate to determine Responsibility include, but are not limited to: certifications, conflict of interest, financial disclosures, taxpayer identification number, past performance, references (including those found outside the Offer,) compliance with applicable laws, financial stability and the perceived ability to perform completely as specified. You must at all times have financial resources sufficient, in the opinion of the State, to ensure performance of the contract and must provide proof upon request. We may require that a Vendor correct any deficiencies as a condition of further evaluation.

2.1.3 RESPONSIVENESS: We will determine whether the Offer meets the stated requirements. Minor differences or deviations

that have negligible impact on the price or suitability of the supply or service to meet the State’s needs may be accepted or corrections allowed. If no administratively compliant and responsible Vendor meets a particular requirement, we may waive that requirement. When the specification calls for “Brand Name or Equal,” the brand name product is acceptable. Other products will be considered with proof the other product meets stated specifications and is equivalent to the brand product in terms of quality, performance and desired characteristics.

2.2 AWARD: We will award to the Responsible Vendor whose Offer passes Administrative review, is Responsive and is considered the best of those submitted (without consideration of price) and with whom we are able to negotiate a fair and reasonable price. We will determine how well Offers meet the Responsiveness requirements. We will rank Offers, without consideration of Price, from best to least qualified using a point ranking system (unless otherwise specified) as an aid in conducting the evaluation. Vendors who receive fewer than the minimum required points will not be considered for award. We will attempt to negotiate a fair and reasonable Price with the Vendor with the best Offer. If we can not negotiate a fair and reasonable price, we reserve the right to award and negotiate with the next highest ranked Vendor. We will determine whether the price is fair and reasonable by considering the Offer, including the Vendor's qualifications, the Vendor's reputation, all prices submitted, other known prices, the project budget and other relevant factors. The point evaluation system is described below: 2.2.1 The chart below shows the elements of Responsiveness that we will evaluate, their relative weights in point format and any

minimum point requirements. The total number of points for Responsiveness is: 350 .

Responsiveness Elements Minimum Required Points Weight Administrative Compliance 5 Technical Approach 100 Technical Experience 150 Personnel 90 Financial Capacity 5 Total 210 350

Page 5 Revision Date 4/10/2009

SECTION 3 - SPECIFICATIONS / QUALIFICATIONS / STATEMENT OF WORK 3.1 AGENCY’S NEED FOR SUPPLIES / SERVICES

The Illinois Department of Human Services (IDHS), Bureau of Early Intervention (EI), seeks a Vendor to establish and maintain an EI Credentialing Office to support a system of credentialing and enrollment for approximately 5,500 EI providers. Early Intervention currently serves approximately 19,000 children between birth and the age of three who have a developmental delay or disability. Children eligible for EI receive a range of services, chief among them: speech therapy, physical therapy, occupational therapy, and developmental therapy. In addition, 3,000 children are receiving limited services to evaluate their eligibility and assess their needs for particular services to help them overcome developmental delays and disabilities. The EI Program is operated under federal Part C of the Individuals with Disabilities Education Act (IDEA) and the state Early Intervention Services System Act. Both state and federal laws require the establishment and enforcement of personnel standards for providers serving children in the EI Program. In Illinois, this is accomplished through the credentialing process. The EI Credentialing Office coordinates the credentialing process with EI enrollment to allow providers to be authorized and reimbursed for EI services and Medicaid enrollment to support Medicaid Federal Financial Participation (FFP) reimbursement to IDHS for EI services. IDHS’s goal is to improve the quality of services offered to infants and toddlers in the EI system through an effective network of EI Providers. Maintaining a system of credentialing ensures that new providers are qualified and prepared with appropriate pediatric experience and education to provide services to infants and toddlers with developmental delays or disabilities and their families. The Credential renewal process establishes requirements for EI Providers to participate in continuing professional education activities and ongoing professional development that will help maintain and improve their competencies.

3.2 SUPPLIES AND/OR SERVICES REQUIRED

3.2.1 The Vendor will establish and maintain a system of Credentialing for approximately 5,500 EI Providers as defined in the administrative code for the EI Program (89 IL Administrative Code 500). a. The EI Credentialing Office is responsible for all the steps related to Credentialing which include: providing application

materials; receiving, tracking, reviewing, and approving application materials; issuing Credentials; renewing Credentials; and updating information about Credentialed EI Providers, as needed.

b. The EI Credentialing Office will have a system in place to ensure that providers meet the education Credential requirement as defined in 89 Illinois Administrative Code 500.60(d). The Vendor must establish a system which includes the review of continuing professional education and course work/degree program documentation to determine participant compliance and the posting of a searchable database of approved college and university coursework to include course name, college/university, course #, and number of semester hours of credit awarded/core knowledge area.

c. The Vendor will be required to provide application materials; receive, review and approve application materials; provide payment for review of evaluation reports; and issue a certificate for EI Providers who will provide evaluations/assessments for the EI system.

d. The Vendor will develop and maintain a database of Illinois’ credentialed EI Providers, update the database with new information from providers, and generate reports upon request of the Department.

e. The Vendor will coordinate the following checks for all providers applying for and, when appropriate, renewing an EI credential: CANTS/SACWIS (Child Abuse and Neglect Tracking System/Statewide Automated Child Welfare Information System), criminal background fingerprint, and Illinois Sex Offender Registry (SOR).

f. The Vendor must provide training on the Credentialing process and/or issues through sessions offered by the Illinois EI Training Program.

g. The Vendor must have the capacity to accept fees for credentialing, including credit card processing, to be utilized in the event that the Department chooses to require such fees.

3.2.2 The Vendor will establish and maintain a system to process enrollment forms. The Vendor will provide enrollment

materials; process applications for provider enrollment and notices of changes in provider status and information; review forms for completion; and forward completed materials to the Early Intervention Central Billing Office (CBO), the Illinois Department of Healthcare and Family Services, and the Illinois Department of Human Services. The Vendor will accept documentation and take necessary action regarding the additional training and proficiency testing requirements for interpreters.

3.2.3 The Vendor will provide technical assistance on Credentialing and Enrolling through a toll-free phone number(s), Monday

through Friday, excluding holidays.

3.2.4 The Vendor will develop and maintain a Credentialing and Enrollment website that includes provider Credential and Enrollment applications; a catalog of Credentialed/Enrolled EI Providers that can be indexed by provider, credential, or

Page 6 Revision Date 4/10/2009

county; an associate level credentialed provider list; an up-to-date directory of provider information; on-line access to technical assistance regarding the application processes, and additional information as requested by the Department.

3.2.5 The Vendor will participate, upon request, in work groups of the Illinois Interagency Council on Early Intervention. 3.2.6 The Vendor will provide postage and develop and update (with approval from the Department) and duplicate printed

materials, as necessary to provide the services listed above.

3.3 MILESTONES AND DELIVERABLES

N/A

3.4 REPORTING, STATUS AND MONITORING

3.4.1 At the State’s option the Parties will work together to monitor performance during the contract and any warranty term. This may include use of a performance scorecard with conditions, milestones, requirements, or timetables that must be met before additional steps may be taken, or payment is due. The scorecard may also record matters related to price, service, quality and other factors deemed important.

3.4.2 Vendor shall cooperate with the State in this monitoring activity, which may require that Vendor report progress and problems (with

proposed resolutions), provide records of its performance, allow random inspections of its facilities, participate in scheduled meetings and provide management reports as requested by the State.

The Vendor will submit a quarterly report in a format approved by the Department. 3.5 VENDOR AND STAFF REQUIREMENTS 3.5.1 Qualification of Vendor and Key Personnel

3.5.1(a) The Vendor will have a project manager who will coordinate and provide oversight to the program and will perform other duties as needed to provide the deliverables listed above.

3.5.1(b) Staff should have education/experience in the review and analysis of college transcripts, course descriptions, and other documentation sent by EI Providers and determine compliance with EI Credentialing requirements.

3.5.1(c) Staff should have the education/experience to confer with colleges, universities, and professionals representing the disciplines eligible for EI Credentials to determine course work compliance with EI Credential requirements.

3.5.1(d) Staff should have experience in website and database development and maintenance. 3.5.1(e) Staff should reflect the racial/ethnic diversity of the families served by the Early Intervention Program 3.5.1(f) The Vendor should have at least five (5) years of relevant experience providing types of services specified in

Section 3 of the RFP, Specifications/Qualifications/Statement of Work. 3.5.2 Subcontractor Disclosure. Will you be using any subcontractors? Yes No

If yes, you must identify in Section 7.7 the names and addresses of all subcontractors you will be using in the performance of this Contract, together with the anticipated amount of money that each subcontractor is expected to receive pursuant to this Contract. We may request updated information at any time.

3.5.3 References: You must provide references from established private firms or government agencies, (four preferred; two of each type

preferred) other than the procuring agency, that can attest to your experience and ability to perform the contract subject of this solicitation. You must provide the name, contact information and a description of the supplies or services provided. You must attach your references with the responsibility forms.

3.6 WHERE SERVICES ARE TO BE PERFORMED

3.6.1 All services and functions will be conducted in the State of Illinois. 3.6.2 Work Location Disclosure: Vendor shall disclose in Section 7.8 the location where the services required shall be performed. If at

multiple locations, the known or anticipated value of the services performed at each location shall be identified. This information and economic impact on Illinois and its residents may be considered in the evaluation. If any work identified for performance in the United States is moved to another country, such action may be deemed a breach of the contract.

3.7 OTHER SPECIFICATIONS None Identified

Page 7 Revision Date 4/10/2009

3.8 TERM OF CONTRACT The initial term of the contract will be from July 1, 2009 through June 30, 2010. 3.9 RENEWAL The resulting Contract may not be renewed unless the renewal period(s) and any applicable conditions are shown below. The renewal shall be subject to the same terms and conditions as the original Contract unless otherwise stated below. However, the Contract may not renew automatically, nor may the Contract renew solely at the Vendor’s option. The State reserves the right to renew for a total of 3 years in the following manner: - Individual one-year renewals up to and including the entire renewal allowance.

End of Instructions

Page 8 Revision Date 4/10/2009

SECTION 4 - OFFER TO STATE OF ILLINOIS Project Title / Reference #: Early Intervention Credentialing 37066 The undersigned authorized representative of the identified Vendor does hereby submit this Offer to perform in full compliance with the subject solicitation. By completing and signing this Form, we are making an Offer to the State of Illinois that the State may accept. We are also certifying to compliance with the various requirements of the solicitation and the documents contained in the solicitation. We have marked each blank below as appropriate and have used N/A when a section is not applicable to this solicitation. We understand that failure to meet all requirements is cause for disqualification. We have:

____ Reviewed the Offer Form, including all referenced documents as well as the solicitation Instructions, filled in all relevant blanks, provided any requested information, and ____ Signed on the space(s) provided.

Acknowledgment of Amendments

____ We acknowledge receipt of any and all amendments to the solicitation and have taken those into account in making this Offer. Offer Response Forms. Accompanying and as part of this Offer you will find: For all Offers

____ Bid Security, if required ____ Designated number of copies ____ Electronic copies, if required. For RFP’s include separate disks for technical and pricing, with pricing disk sealed in pricing envelope. ____ Completed Responsibility Forms packet Business and Directory Information Conflict of Interest Disclosures Completed and Signed Taxpayer Identification Number form ____ Completed Minority, Female and Person with Disability Status and Subcontracting form, if required ____ References, if required ____ Political Contributions - We have made the certification required by Public Act 95-971, and attached the State Board of Elections

certificate of registration if applicable. For RFPs

____ Response to Statement of Work/Specifications/Qualifications and Price sections completed and submitted in separate sealed envelopes in the Offer package.

Exceptions. In preparing the Offer we have taken (check one)

____ No Exceptions ____ Exceptions to the State’s language or requirements in the following sections of the Offer:

____ Contract ____ Responsibility forms

Details of the exceptions are shown (check one)

____ in the text of each section of the Offer ____ on a separate labeled attachment

Page 9 Revision Date 4/10/2009

Domestic Products (check one) ____ We are not making a claim for preference under the Procurement of Domestic Products Act (30 ILCS 517). ____ We are making a claim for preference under the Procurement of Domestic Products Act (30 ILCS 517). After reading the

Act we certify we are eligible and that the following product or products bid or proposed in response to this solicitation meet the requirements of the Act. Check and complete as applicable: ____ All products ____ The following individual products (show line item if applicable)

Request for Confidential Treatment (check one)

___ We are not requesting confidential treatment for this Offer.

___ We are seeking confidential treatment for portions of this Offer. We have supplied, as an attachment to this Offer, a listing of the provisions identified by section number for which we seek confidential treatment along with the statutory basis under Illinois law for exempting that information from public disclosure. We have supplied an additional copy of the Offer with confidential information deleted. In the event the designation of confidentiality of this information is challenged, the undersigned hereby agrees to provide legal counsel or other necessary assistance to defend the designation of confidentiality and agrees to hold the State harmless for any costs or damages arising out of the State agreeing to withhold the materials based on Vendor’s request.

Protests and Negotiations If we are selected for award, we understand that does not entitle us to a contract. We further understand the award is conditioned on favorable resolution of any protests and to successful negotiation of terms and conditions including, but not limited to price and any exceptions requested. Vendor Contact Person: The contact person for purposes of responding to any questions the State may have is:

Printed Name Title Address Phone Fax Email

(Vendor name and DBA) (Signature of party authorized to bind the named Vendor) Printed Name Title Address Phone Fax E-mail

Page 10 Revision Date 4/10/2009

SECTION 5 - RESPONSIBILITY FORMS We have identified various information we need in order to determine if you are eligible to contract with the State and can be considered a ”Responsible” Vendor. You will need to: Review each of the Responsibility forms, fill in all relevant blanks and provide any requested information.

Business and Directory Information Conflict of Interest Disclosures Minority, Female, Person with Disability Status and Subcontracting Political Contributions

Complete and sign the:

Taxpayer Identification Form Attach references, if required You must include all of this as part of your Offer or risk disqualification.

Page 11 Revision Date 4/10/2009

Business and Directory Information (a) Name of Business (Official Name and D/B/A) (b) Business Headquarters (include Address, Telephone and Facsimile) (c) If a Division or Subsidiary of another organization provide the name and address of the parent (d) Billing Address (e) Name of Chief Executive Officer (f) Customer Contact (include Name, Title, Address, Telephone, Toll-Free Number, Facsimile and E-mail) (g) Company Web Site (h) Type of Organization (i.e., Sole Proprietor, Corporation, Partnership, etc. -- should be the same as on the Taxpayer ID form below) (i) Length of Time in Business (j) Annual Sales (for most recently completed Fiscal Year) (k) Number of Full-Time Employees (average from most recent Fiscal Year) (l) Type of and description of business (m) State of incorporation, state of formation or state of organization (n) Identify and specify the location(s) and telephone numbers of the major offices and other facilities that relate to the Vendor’s

performance under the terms of this solicitation. (o) Department of Human Rights (DHR) Public Contract Number

If Vendor has employed fifteen (15) or more full-time employees at any time during the 365-day period immediately preceding the publication of this solicitation in the Illinois Procurement Bulletin (or issuance date if not published), then Vendor must have a current Public Contract Number or have proof of having submitted a completed application for one prior to the Solicitation opening date. (44 Ill. Adm. Code 750.210(a)) For application information call the DHR Public Contracts unit at (312) 814-2431. Show # or attach proof of application.

Page 12 Revision Date 4/10/2009

(p) Information Regarding Debarment, Litigation and Terminations

1. During the last five (5) years has any order, judgment or decree of any Federal or State authority been issued barring, suspending or otherwise limiting your right to contract with any governmental entity, including school districts, or to engage in any business practice or activity? Yes____ No____ 2. Is there any current, pending or threatened litigation, administrative or regulatory proceedings, or similar matters that could affect your ability to perform the required services. Yes____ No____ 3. During the last five (5) years has any customer terminated a contract for cause or accepted damages in lieu of for cause termination? Yes____ No____

(q) Disclosure of Business Operations with Iran (30 ILCS 500/50-36) Each bid, offer, or proposal submitted for a State contract, other than a small purchase defined in Section 20-20 [of the Illinois Procurement Code], shall include a disclosure of whether or not the bidder, offeror, or proposing entity, or any of its corporate parents or subsidiaries, within the 24 months before submission of the bid, offer, or proposal had business operations that involved contracts with or provision of supplies or services to the Government of Iran, companies in which the Government of Iran has any direct or indirect equity share, consortiums or projects commissioned by the Government of Iran and: (1) more than 10% of the company’s revenues produced in or assets located in Iran involve oil-related activities or mineral-extraction activities; less than 75% of the company’s revenues produced in or assets located in Iran involve contracts with or provision of oil-related or mineral – extraction products or services to the Government of Iran or a project or consortium created exclusively by that Government; and the company has failed to take substantial action; or (2) the company has, on or after August 5, 1996, made an investment of $20 million or more, or any combination of investments of at least $10 million each that in the aggregate equals or exceeds $20 million in any 12- month period that directly or significantly contributes to the enhancement of Iran’s ability to develop petroleum resources of Iran. A bid, offer, or proposal that does not include this disclosure shall not be considered responsive. We may consider this disclosure when evaluating the bid, offer, or proposal or awarding the contract. You must check one of the following items and if item 2 is checked you must also make the necessary disclosure: ___ There are no business operations that must be disclosed to comply with the above cited law. ___ The following business operations are disclosed to comply with the above cited law:

Page 13 Revision Date 4/10/2009

CONFLICT OF INTEREST DISCLOSURES Instructions. Vendor shall disclose with the Offer financial interests, potential conflicts of interest and contract information identified in Sections 1, 2 and 3 below as a condition of receiving an award or contract (30 ILCS 500/50-13 and 50-35). If the Vendor is a wholly owned subsidiary of a parent organization, separate disclosures must be made by the Vendor and the parent. For purposes of this form, a parent organization is any entity that owns 100% of the Vendor. This disclosure information is submitted on behalf of (show official name of Vendor, and if applicable, D/B/A and parent): Name of Vendor: D/B/A (if used): Name of any Parent Organization: Section 1: Section 50-13 Conflicts of Interest All Vendors must complete this section regardless of the dollar value of the contract or method of procurement. Even if you mark “No Conflict of Interests” you may still need to complete Section 2 and 3. (a) Prohibition. It is unlawful for any person holding an elective office in this State, holding a seat in the General Assembly, or appointed to or employed in any of the offices or agencies of State government and who receives compensation for such employment in excess of 60% of the salary of the Governor of the State of Illinois [$106,447.20], or who is an officer or employee of the Capital Development Board or the Illinois Toll Highway Authority, or who is the spouse or minor child of any such person to have or acquire any contract, or any direct pecuniary interest in any contract therein, whether for stationery, printing, paper, or any services, materials, or supplies, that will be wholly or partially satisfied by the payment of funds appropriated by the General Assembly of the State of Illinois or in any contract of the Capital Development Board or the Illinois Toll Highway Authority. (b) Interests. It is unlawful for any firm, partnership, association, or corporation, in which any person listed in subsection (a) is entitled to receive (i) more than 7 1/2% of the total distributable income or (ii) an amount in excess of the salary of the Governor ($177,412.00], to have or acquire any such contract or direct pecuniary interest therein. (c) Combined interests. It is unlawful for any firm, partnership, association, or corporation, in which any person listed in subsection (a) together with his or her spouse or minor children is entitled to receive (i) more than 15%, in the aggregate, of the total distributable income or (ii) an amount in excess of 2 times the salary of the Governor [$354,824.00], to have or acquire any such contract or direct pecuniary interest therein. Check One: __________ No Conflicts Of Interest __________ Potential Conflict of Interest (If checked, name each conflicted individual, the nature of the conflict, and the name of the State

agency that is associated directly or indirectly with the conflicted individual.)

Page 14 Revision Date 4/10/2009

Section 2: Disclosure of Financial Interest in the Vendor. This applies to all contracts with an annual value exceeding $10,000 that must be procured using one of the authorized competitive methods of source selection. Complete the appropriate subsections. Vendors must complete subsection (a), (b) or (c) below as applicable if the annual value exceeds $10,000. Use (c) if you do not meet the requirements for (a) or (b). In addition, all Vendors must complete Section 3. (a) Publicly traded corporations subject to SEC reporting requirements (a-1) Vendor shall submit their 10K disclosure (include proxy if referenced in 10k) in satisfaction of the financial and conflict of interest disclosure requirements set forth in subsections 50-35 a and b of the Procurement Code. The SEC 20f or 40f, supplemented with the names of those owning in excess of 5% and up to the ownership percentages disclosed in those submissions, may be accepted as being substantially equivalent to 10K. Check here if submitting a 10k _______, 20f _______, or 40f _______. (a-2) Vendor shall identify each contract, pending contracts, bids, proposals and other ongoing procurement relationships it has with units of State of Illinois government by showing agency name and other descriptive information such as bid number, project title, purchase order number or contract reference number (Attach additional pages as necessary. Show “none” if appropriate). (b) Privately held corporations with more than 400 shareholders (b-1) These Vendors may submit the information identified in 17 CFR 229.401 and list the names of any person or entity holding any ownership share in excess of 5% in satisfaction of the financial and conflict of interest disclosure requirements set forth in subsections 50-35 a and b of the Procurement Code. (b-2) Vendor shall identify each contract, pending contracts, bids, proposals and other ongoing procurement relationships it has with units of State of Illinois government by showing agency name and other descriptive information such as bid number, project title, purchase order number or contract reference number (Attach additional pages as necessary. Show “none” if appropriate). (c) General disclosure. Individuals, sole proprietorships, partnerships and any others not qualified to use subsection (a) or (b) above must complete (c-1), (c-2), and (c-3) as appropriate. (c-1) For each individual having any of the following financial interests in the Vendor (or its parent), please mark each that apply and show the applicable name and address. Use separate forms for each individual. Does Ownership exceed 5%? Yes No If Yes show percentage* %. Does Ownership value exceed $106,447.20? Yes No If Yes show $ amount $ Does Distributive Income Share exceed 5%? Yes No If Yes show percentage* %. Does Distributive Income Share exceed $106,447.20? Yes No If Yes show $ amount $ How is this interest held? Type of ownership/distributable income share: Sole Proprietorship Stock Partnership Other (explain) Name: Address:

*For partnerships with more than 50 partners, the percentage share of ownership of each individual identified above may be shown in the following ranges (Dollar value fields must also be completed when applicable): 0.5% or less_____>0.5 to 1.0% _____>1.0 to 2.0%_____ >2.0 to 3.0 %______> 3.0 to 4.0%_____% >4.0 to 5.0%_____and in additional 1% increments as appropriate ________%

Page 15 Revision Date 4/10/2009

(c-2) In relation to individuals identified in c-1 above, indicate whether any of the following potential conflict of interest relationships apply. If "Yes," please describe each situation (label with appropriate letter) using the space at end of this Section (attach additional pages as necessary). If no individual has been identified in c-1 above, mark not applicable (n/a) here . (a) State employment, currently or in the previous 3 years, including contractual employment of services directly with the individuals identified in Section 1 in their individual capacity unrelated to the Vendor's contract.

Yes No

(b) State employment of spouse, father, mother, son, or daughter, including contractual employment for services in the previous 2 years.

Yes No

(c) Elective status; the holding of elective office of the State of Illinois, the government of the United States, any unit of local government authorized by the Constitution of the State of Illinois or the statutes of the State of Illinois currently or in the previous 3 years.

Yes No

(d) Relationship to anyone holding elective office currently or in the previous 2 years; spouse, father, mother, son, or daughter.

Yes No

(e) Appointive office; the holding of any appointive government office of the State of Illinois, the United States of America, or any unit of local government authorized by the Constitution of the State of Illinois or the statutes of the State of Illinois, which office entitles the holder to compensation in excess of expenses incurred in the discharge of that office currently or in the previous 3 years.

Yes No

(f) Relationship to anyone holding appointive office currently or in the previous 2 years; spouse, father, mother, son, or daughter.

Yes No

(g) Employment, currently or in the previous 3 years, as or by any registered lobbyist of the State government. Yes No

(h) Relationship to anyone who is or was a registered lobbyist in the previous 2 years; spouse, father, mother, son, or daughter.

Yes No

(i) Compensated employment, currently or in the previous 3 years, by any registered election or re-election committee registered with the Secretary of State or any county clerk in the State of Illinois, or any political action committee registered with either the Secretary of State or the Federal Board of Elections.

Yes No

(j) Relationship to anyone; spouse, father, mother, son, or daughter; who is or was a compensated employee in the last 2 years of any registered election or reelection committee registered with the Secretary of State or any county clerk in the State of Illinois, or any political action committee registered with either the Secretary of State or the Federal Board of Elections.

Yes No

Section 3: Current and Pending Contracts Vendor shall identify each contract, pending contracts, bids, proposals and other ongoing procurement relationships it has with units of State of Illinois government by showing agency name and other descriptive information such as bid number, project title, purchase order number or contract reference number. (Attach additional pages as necessary. Show "none" if appropriate.)

Page 16 Revision Date 4/10/2009

Minority, Female, Persons with Disability Status and Subcontracting The Business Enterprise Program Act for Minorities, Females and Persons with Disabilities (BEP) (30 ILCS 575) establishes a goal for contracting with businesses that have been certified as owned and controlled by persons who are minority, female or who have disabilities. Contract Goal to be achieved by the Vendor: This contract includes a specific Business Enterprise Program (BEP) utilization goal of 5 % based on the availability of certified vendors to perform the anticipated direct subcontracting opportunities of this contract. In addition to the other award criteria established for this contract, the Agency will award this contract to a Vendor that meets the goal or makes good faith efforts to meet the goal. This goal is also applicable to change orders and allowances within the scope of work provided by the certified vendor. Following are guidelines for the Vendor’s response in the Utilization Plan. A format for the utilization plan is included in this section. Vendor should include any additional information that will add clarity to the Vendor’s proposed utilization of certified vendors to meet the targeted goal. The Utilization Plan must demonstrate that the Vendor has either met the contract goal or that it has made good faith efforts to do so. At the time of proposal submission, the Certified Vendor may not yet be certified with CMS Business Enterprise Program; however, the Certified Vendor must meet the eligibility requirements and be fully certified in the BEP Program before contract award. Visit http://www.sell2.illinois.gov/bep/Business_Enterprise.htm for complete requirements and to apply for certification in the Business Enterprise Program. If applicable, the Plan should include an executed Joint Venture agreement specifying the terms and conditions of the relationship between the partners and their relationship and responsibilities to the contract. The joint venture agreement must clearly evidence that the certified vendor will be responsible for a clearly defined portion of the work and that its responsibilities, risks, profits and contributions of capital and personnel are proportionate to its ownership percentage. It must include specific details related to the parties’ contributions of capital, personnel and equipment and share of the costs of insurance and other items; the scopes to be performed by the certified vendor’s own forces and under its supervision; and the commitment of management, supervisory personnel and operative personnel employed by the certified vendor to be dedicated to the performance of the contract. Each joint venture partner must execute the proposal to the Agency. An agreement between a Vendor and a certified vendor in which the certified vendor promises not to provide subcontracting quotations to other vendors is prohibited. The Agency may request additional information to demonstrate compliance. The Vendor agrees to cooperate promptly with the Agency in submitting to interviews, allowing entry to places of business, providing further documentation, or soliciting the cooperation of a proposed certified vendor. Failure to cooperate may render the proposal non-responsive. The contract will not be finally awarded until the Vendor’s Utilization Plan is approved. Certified Vendor Locator References: Vendors may consult CMS’ BEP Certified Vendor Directory at Twww.sell2.illinois.gov/bep/Small_and_Diverse_Businesses.htm, as well as the directories of other certifying agencies but subcontracting vendors must be certified by CMS as BEP vendors before the time of contract award. Vendor Assurance: The Vendor shall not discriminate on the basis of race, color, national origin, sexual orientation or sex in the performance of this contract. Failure by the Vendor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy, as the Agency deems appropriate. This assurance must be included in each subcontract that the Vendor signs with a subcontractor or supplier. Calculating Certified Vendor Participation: The Utilization Plan documents work anticipated to be performed by all certified vendors and paid for upon satisfactory completion. Only the value of payments made for the work actually performed by certified BEP vendors is counted toward the contract goal. Counting guidelines are summarized below: 1) The value of the work actually performed by the certified vendor’s forces shall be counted towards the goal. The entire amount of that portion of the contract that is performed by the certified vendor’s forces, including supplies purchased or equipment leased by the BEP vendor shall be counted, except supplies purchased and equipment rented from the Vendor. 2) A joint venture shall count the portion of the total dollar value of the contract equal to the distinct, clearly defined portion of the work of the contract that the certified vendor performs with its forces toward the goal. A joint venture shall also count the dollar value of work subcontracted to other certified vendors. Work performed by the forces of a non-certified joint venture partner shall not be counted toward the goal. 3) When a certified vendor subcontracts part of the work of its contract to another firm, the value of the subcontracted work shall be counted toward the contract goal only if the certified vendor’s subcontractor is a certified vendor. Work that a certified vendor subcontracts to a non-certified vendor will not count towards the goal. 4) A Vendor shall count towards the goal 100% of its expenditures for materials and supplies required under the contract and obtained from a certified vendor manufacturer, regular dealer or supplier.

Page 17 Revision Date 4/10/2009

5) A Vendor shall count towards the goal the following expenditures to certified vendors that are not manufacturers, regular dealers or suppliers: (a) The fees or commissions charged for providing a bona fide service, such as professional, technical, consultant or managerial

services and assistance in the procurement of essential personnel, facilities, equipment, materials or supplies required for performance of the contract, provided that the fee or commission is determined by the Agency to be reasonable and not excessive as compared with fees customarily allowed for similar services.

(b) The fees charged for delivery of materials and supplies required by the contract (but not the cost of the materials and supplies

themselves) when the hauler, trucker, or delivery service is not also the manufacturer of or a regular dealer in the materials and supplies, provided that the fee is determined by the Agency to be reasonable and not excessive as compared with fees customarily allowed for similar services. The certified vendor trucking firm must be responsible for the management and supervision of the entire trucking operation for which it is responsible on the contract, and must itself own and operate at least one fully licensed, insured and operational truck used on the contract.

(c) The fees or commissions charged for providing any bonds or insurance specifically required for the performance of the contract,

provided that the fee or commission is determined by the Agency to be reasonable and not excessive as compared with fees customarily allowed for similar services.

6) A Vendor shall count towards the goal only expenditures to firms that perform a commercially useful function in the work of the contract. (a) A firm is considered to perform a commercially useful function when it is responsible for execution of a distinct element of the

work of a contract and carries out its responsibilities by actually performing, managing, and supervising the work involved. The certified vendor must also be responsible, with respect to materials or supplies used on the contract, for negotiating price, determining quality and quantity, ordering the materials or supplies, and installing the materials (where applicable) and paying for the material or supplies. To determine whether a firm is performing a commercially useful function, the Agency shall evaluate the amount of work subcontracted, whether the amount the firm is to be paid under the contract is commensurate with the work it is actually performing and the credit claimed for its performance of the work, industry practices, and other relevant factors.

(b) A certified vendor does not perform a commercially useful function if its role is limited to that of an extra participant in a

transaction or contract through which funds are passed in order to obtain certified vendor participation. In determining whether a certified vendor is such an extra participant, the Agency shall examine similar transactions, particularly those in which certified vendors do not participate, and industry practices.

7) A Vendor shall not count towards the goal expenditures that are not direct, necessary and proximately related to the work of the contract. Only the amount of services or goods that are directly attributable to the performance of the contract shall be counted. Ineligible expenditures include general office overhead or other Vendor support activities. Good Faith Effort Procedures: If the Vendor cannot meet the goal, the Vendor must document in the Utilization Plan its good faith efforts that could reasonably have been expected to meet the goal. The Agency will consider the quality, quantity, and intensity of the Vendor’s efforts. 1) The following is a list of types of action that the Agency will consider as evidence of the Vendor's good faith efforts to meet the goal. Other factors or efforts brought to the attention of the Agency may be relevant in appropriate cases. (a) Soliciting through all reasonable and available means (e.g., attendance at pre-bid meetings, advertising and/or written notices)

the interest of all certified vendors that have the capability to perform the work of the contract. The Vendor must solicit this interest within sufficient time to allow the certified vendors to respond to the solicitation. The Vendor must determine with certainty if the certified vendors are interested by taking appropriate steps to follow up initial solicitations and encourage them to bid. The Vendor must provide interested certified vendors with adequate information about the plans, specifications, and requirements of the contract in a timely manner to assist them in responding promptly to the solicitation.

(b) Selecting portions of the work to be performed by certified vendors in order to increase the likelihood that the goal will be

achieved. This includes, where appropriate, breaking out contract work items into economically feasible units to facilitate certified vendor participation, even when the Vendor might otherwise prefer to perform these work items with its own forces.

(c) Making a portion of the work available to certified vendors and selecting those portions of the work or material needs consistent

with their availability, so as to facilitate certified vendor participation.

Page 18 Revision Date 4/10/2009

(d) Negotiating in good faith with interested certified vendors. Evidence of such negotiation includes the names, addresses, and telephone numbers of certified vendors that were considered; a description of the information provided regarding the plans and specifications for the work selected for subcontracting and evidence as to why additional agreements could not be reached for certified vendors to perform the work. A Vendor using good business judgment will consider a number of factors in negotiating with certified vendors and will take a firm’s price and capabilities into consideration. The fact that there may be some additional costs involved in finding and using certified vendors is not in itself sufficient reason for a Vendor’s failure to meet the goal, as long as such costs are reasonable. Vendors are not required to accept higher quotes from certified vendors if the price difference is excessive or unreasonable.

(e) Thoroughly investigating the capabilities of certified vendors and not rejecting them as unqualified without sound reasons. The

certified vendor’s memberships in specific groups, organizations, or associations and political or social affiliations are not legitimate causes for the rejection or non-solicitation of bids in the Vendor’s efforts to meet the goal.

(f) Making efforts to assist interested certified vendors in obtaining lines of credit or insurance as required by the Agency, the

Vendor or to perform the scope of work. (g) Making efforts to assist interested certified vendors in obtaining necessary equipment, supplies, materials, or related assistance

or services. (h) Effectively using the services of available minority/women community organizations; minority/women vendors’ groups; local,

state, and federal minority/women business assistance offices; and other organizations that provide assistance in the recruitment and placement of certified vendors.

2) In evaluating the Vendor’s good faith efforts, the good faith efforts of other vendors to meet the goal on this solicitation or similar contracts may be considered. 3) If the Agency determines that the Vendor has made good faith efforts to meet the goal, the Agency will award the contract provided that the Vendor is otherwise eligible for award. If the Agency determines that the Vendor has not made good faith efforts, the Agency will notify the Vendor of that preliminary determination. The preliminary determination shall include a statement of reasons why good faith efforts have not been found, and may include additional good faith efforts that the Vendor could take. The Vendor shall have 5 business days to make the suggested good faith efforts and any other additional good faith efforts to meet the goal. The Vendor shall submit an amended Utilization Plan if additional certified vendor commitments to meet the goal are secured. If additional certified vendor commitments sufficient to meet the goal are not secured, the Vendor shall report the final good faith efforts made in the time allotted. All additional efforts taken by the Vendor will be considered. If the Agency determines that good faith efforts have not been made, it will notify the Vendor in writing of the reasons for its determination within 5 business days of receipt of the final Utilization Plan. Contract Compliance: Compliance with this section is an essential part of the contract. The following administrative procedures and remedies govern the Vendor’s compliance with the contractual obligations established by the Utilization Plan. After approval of the Plan and award of the contract, the Utilization Plan becomes part of the contract. If the Vendor did not succeed in obtaining enough certified vendor participation to achieve the goal, and the Utilization Plan was approved and contract awarded based upon a determination of good faith, the total dollar value of certified vendor work calculated in the approved Utilization Plan as a percentage of the awarded contract value shall become the contract goal. 1) The Utilization Plan may not be amended without the Agency’s prior written approval. 2) The Vendor may not make changes to its contractual BEP certified vendor commitments or substitute BEP certified vendors without the prior written approval of the Agency. Unauthorized changes or substitutions, including performing the work designated for a certified vendor with the Vendor’s own forces, shall be a violation of the utilization plan and a breach of the contract, and shall be cause to terminate the contract, and/or seek other contract remedies or sanctions. The facts supporting the request for changes must not have been known nor reasonably should have been known by the parties prior to entering into the subcontract. The Vendor must negotiate with the certified vendor to resolve the problem. Where there has been a mistake or disagreement about the scope of work, the certified vendor can be substituted only where agreement cannot be reached for a reasonable price or schedule for the correct scope of work.

Page 19 Revision Date 4/10/2009

3) Substitutions of a certified vendor shall be permitted under the following circumstances: (a) Unavailability after receipt of reasonable notice to proceed; (b) Failure of performance; (c) Financial incapacity; (d) Refusal by the certified vendor to honor the bid or proposal price or scope; (e) Material mistake of fact or law about the elements of the scope of work of a solicitation where a reasonable price cannot be

agreed; (f) Failure of the certified vendor to meet insurance, licensing or bonding requirements; (g) The certified vendor's withdrawal of its bid or proposal; or (h) Decertification of the certified vendor. 4) If it becomes necessary to substitute a certified vendor or otherwise change the Utilization Plan, the Vendor must notify the Agency in writing of the request to substitute a certified vendor or otherwise change the Utilization Plan. The request must state specific reasons for the substitution or change. The Agency will approve or deny a request for substitution or other change in the Utilization Plan within 5 business days of receipt of the request. 5) Where the Vendor has established the basis for the substitution to the Agency’s satisfaction, it must make good faith efforts to meet the contract goal by substituting a certified vendor. Documentation of a replacement vendor, or of good faith efforts to replace the certified vendor, must meet the requirements of the initial Utilization Plan. If the goal cannot be reached and good faith efforts have been made, the Vendor may substitute with a non-certified vendor. 6) If a Vendor plans to hire a subcontractor for any scope of work that was not previously disclosed in the Utilization Plan, the Vendor must obtain the approval of the Agency to modify the Utilization Plan and must make good faith efforts to ensure that certified vendors have a fair opportunity to bid on the new scope of work. 7) A new subcontract must be executed and submitted to the Agency within 5 business days of the Vendor’s receipt of the Agency’s approval for the substitution or other change. 8) The Vendor shall maintain a record of all relevant data with respect to the utilization of certified vendors, including but without limitation, payroll records, invoices, canceled checks and books of account for a period of at least 5 years after the completion of the contract. Full access to these records shall be granted by the Vendor upon 48 hours written demand by the Agency to any duly authorized representative thereof, or to any municipal, state or federal authorities. The Agency shall have the right to obtain from the Vendor any additional data reasonably related or necessary to verify any representations by the Vendor. After the performance of the final item of work or delivery of material by a certified vendor and final payment to the certified vendor by the Vendor, but not later than 30 calendar days after such payment, the Vendor shall submit a statement confirming the final payment and the total payments made to the BEP vendor under the contract. 9) The Agency will periodically review the Vendor’s compliance with these provisions and the terms of its contract. Without limitation, the Vendor’s failure to comply with these provisions or its contractual commitments as contained in the Utilization Plan, failure to cooperate in providing information regarding its compliance with these provisions or its Utilization Plan, or provision of false or misleading information or statements concerning compliance, certification status or eligibility of certified vendors, good faith efforts or any other material fact or representation shall constitute a material breach of this contract and entitle the Agency to declare a default, terminate the contract, or exercise those remedies provided for in the contract or at law or in equity. 10) The Agency reserves the right to withhold payment to the Vendor to enforce these provisions and the Vendor’s contractual commitments. Final payment shall not be made on the contract until the Vendor submits sufficient documentation demonstrating compliance with its Utilization Plan.

Page 20 Revision Date 4/10/2009

UTILIZATION PLAN (the Vendor) submits the following Utilization Plan as part of our proposal in accordance with the requirements of the Minority, Female, Persons with Disability Status and Subcontracting section of the solicitation for . We understand that compliance with this section is an essential part of this contract and that the Utilization Plan will become a part of the contract, if awarded. (the Vendor) makes the following assurance and agrees to include the assurance in each subcontract with a subcontractor or supplier utilized on this contract: We shall not discriminate on the basis of race, color, national origin, sexual orientation or sex in the performance of this contract. Failure to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy, as the Agency deems appropriate. Vendor’s person responsible for compliance: Name: Title: Telephone: ( ) extension Email: We submit one (1) of the following statements:

We are certified (or are eligible and have applied to be certified) with BEP and plan to fully meet the BEP utilization goal through self-performance.

We attach Section I to demonstrate our Plan fully meets the BEP utilization goal of 5 % through subcontracting.

We attach Section I to detail that we do not fully meet the BEP utilization goal. We also attach Section II, Demonstration of Good Faith Efforts.

Page 21 Revision Date 4/10/2009

Section I Utilization of Certified Vendors Please submit a separate Section I for each proposed certified vendor. To achieve the BEP utilization goal through subcontracting, the following is proposed: 1) The proposed certified vendor’s company name, address and phone number: At the time of submission, the above certified vendor is:

Certified with the CMS Business Enterprise Program (BEP)

Meets the criteria and has submitted an application for certification with BEP (BEP certification must be completed before contract award)

Certified as a disadvantaged, minority, or woman business enterprise with the following governmental agency or private organization: (BEP certification must be completed before contract award)

2) A detailed description of the commercially useful work to be done by this certified vendor is as follows: 3) The total estimated cost to the state for this contract is $ . The portion of the contract which will be subcontracted to this certified vendor is $ , or % of the total cost of the contract. 4) A notarized signed letter of intent between (the Vendor) and (the certified vendor) detailing the work to be performed by the certified vendor and the agreed upon rates or prices, conforming to the Utilization Plan is included. 5) A joint venture agreement is not required, as the arrangement between and is that of contractor/sub-contractor and not a joint venture. or, A joint venture agreement between and is included in lieu of the letter of intent. 6) The Vendor has not prohibited or otherwise limited (certified vendor) from providing subcontractor quotes to other potential bidders/vendors. We understand that the Agency may require additional information to verify our compliance and we agree to cooperate immediately in submitting to interviews, allowing entry to any of our office locations, providing further documentation, or soliciting the cooperation of our proposed certified vendor. We will maintain appropriate records relating to our utilization of the certified vendor including: invoices, cancelled checks, books of account, and time records.

Page 22 Revision Date 4/10/2009

Section II Demonstration of Good Faith Efforts to Achieve BEP Subcontracting Goal If the BEP subcontracting goal was not achieved, the Good Faith Efforts checklist (Section II A) and contacts log (Section II B) must be submitted with the solicitation response (or as otherwise specified by CMS). Failure to do so may render the Vendor’s solicitation response non-responsive and cause it to be rejected, or render the Vendor ineligible for contract award, at CMS’ sole discretion. The Vendor will promptly provide evidence in support of its Good Faith Efforts to CMS upon request. Section II A Good Faith Efforts Checklist Insert on each line below the initials of the authorized Vendor representative who is certifying on behalf of the Vendor that the Vendor has completed the activities described below. If any of the items below were not completed, attach a detailed written explanation why each such item was not completed. If any other efforts were made to obtain BEP participation in addition to the items listed below, attach a detailed written explanation. _____ Identified portions of the project work capable of performance by available BEP vendors, including, where appropriate, breaking out contract work items into economically feasible units to facilitate BEP participation even when the Vendor could perform those scopes with its own forces. _____ Solicited through reasonable and available means (e.g., written notices, advertisements) BEP vendors to perform the types of work that could be subcontracted on this project, within sufficient time to allow them to respond. _____ Provided timely and adequate information about the plans, specifications and requirements of the contract. Followed up initial solicitations to answer questions and encourage BEP vendors to submit proposals or bids. ____ Negotiated in good faith with interested BEP vendors that submitted proposals or bids and thoroughly investigated their capabilities. ____ Made efforts to assist interested BEP vendors in obtaining bonding, lines of credit, or insurance as may be required for performance of the contract (if applicable). ____ Utilized resources available to identify available certified vendors, including but not limited to BEP assistance staff; local, state and federal minority or women business assistance offices; and other organizations that provide assistance in the recruitment and placement of diverse businesses. Section II B Good Faith Efforts Contacts Log for Soliciting BEP Sub-consultant, Subcontractor or Supplier Participation Use this form to document all contacts and responses (telephone, e-mail, fax, etc.) regarding the solicitation of BEP sub-consultants, subcontractors and suppliers. Duplicate as needed. (It is not necessary to show contacts with certified vendors with which the Vendor reached an agreement to participate on this project, as shown on Section I of this Plan.)

Name of certified vendor firm Date and method of contact Scope of work solicited Reason agreement was not reached

Page 23 Revision Date 4/10/2009

Letter of Intent (LOI) Between Prime Vendor and Certified Vendor Instructions: The responsive offeror is required to submit this signed and notarized Letter of Intent from each certified vendor identified on the Utilization Plan. LOIs must be submitted with the proposal and must be notarized by both parties. Submit a separate LOI for each proposed certified vendor. The amount and scope of work indicated on each LOI shall be the actual amount indicated on the Utilization Plan submitted with the proposal and approved by the Agency. Changes to the Utilization Plan including substitution of certified vendors are permitted only after award of the contract and only with prior written approval of the Agency. A request for changes to the Utilization Plan must be submitted on the Request for Change of Utilization Plan Form for all levels of subcontracting. LOIs must be submitted for all additions of certified vendors to the Utilization Plan prior to the start of work. Project Name Project/Solicitation Number: Name of Prime Vendor: Address: Street City State Zip Code

Telephone: ( ) Fax: ( ) Email: Name of Certified Vendor: Address: Street City State Zip Code

Telephone: ( ) Fax: ( ) Email: Type of agreement: Services Supplies Both Services/Supplies Type of payment: Lump Sum Hourly Rate Unit Price Period of Performance: Proposed Subcontract Amount $ or Proposed % of Contract Description of work to be performed by certified vendor: List the governmental agency or private organization with whom the certified vendor is currently certified as a disadvantaged, minority, or woman business enterprise. The prime vendor and the certified vendor above hereby agree that upon the execution of a contract for the above-named project between the prime vendor and the State of Illinois, the certified vendor will perform the scope of work for the price as indicated above. Prime Vendor (Company Name and D/B/A): Certified Vendor (Company Name and D/B/A): Signature Signature Printed Name Printed Name Title: Date: Title: Date: Subscribed and sworn before me this Subscribed and sworn before me this day of , 200___. day of , 200___. Notary Public Notary Public My Commission expires: My Commission expires:

Page 24 Revision Date 4/10/2009

Political Contributions Public Act 95-971 addresses political contributions by Vendors, including affiliated persons and entities. Accordingly, this solicitation contains new provisions that implement the Act. These provisions may be applicable to the contract resulting from this solicitation (http://www.purchase.state.il.us/ipb/IPBhomep.nsf?Open). By submission of an Offer, you acknowledge and certify that you have read, understand and will comply with Public Act 95-971,including but not limited to, all provisions relating to reporting and making contributions to state officeholders, declared candidates for State offices and covered political organizations that promote the candidacy of an officeholder or declared candidate for office. Vendor acknowledges that the State may declare any resultant contract void if this certification is false or if the Act is violated. In compliance with Public Act 95-971, check the following certification that applies to you:

Vendor is not required to register as a business entity with the State Board of Elections.

or

Vendor has registered as a business entity with the State Board of Elections and acknowledges a continuing duty to update the registration as required by the Act. Note: a copy of the certificate of registration must accompany the Offer.

Page 25 Revision Date 4/10/2009

References

Provide references from established firms or government agencies, (four preferred; two of each type preferred) other than the procuring agency, that can attest to your experience and ability to perform the contract subject of this RFP.

(1) Firm/Government Agency (Name): Contact Person Name: Address: Phone: E-mail Address:

Types of Supplies/Services Provided and Dates Provided/Contracted:

(2) Firm/Government Agency (Name): Contact Person Name: Address: Phone: E-mail Address:

Types of Supplies/Services Provided and Dates Provided/Contracted:

(3) Firm/Government Agency (Name): Contact Person Name: Address: Phone: E-mail Address:

Types of Supplies/Services Provided and Dates Provided/Contracted:

(4) Firm/Government Agency (Name): Contact Person Name: Address: Phone: E-mail Address:

Types of Supplies/Services Provided and Dates Provided/Contracted:

Page 26 Revision Date 4/10/2009

TAXPAYER IDENTIFICATION NUMBER I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the

Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

3. I am a U.S. person (including a U.S. resident alien).

• If you are an individual, enter your name and SSN as it appears on your Social Security Card. • If you are a sole proprietor, enter the owner’s name on the name line followed by the name of the

business and the owner’s SSN or EIN. • If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the

owner’s name on the name line and the d/b/a on the business name line and enter the owner’s SSN or EIN.

• If the LLC is a corporation or partnership, enter the entity’s business name and EIN and for corporations, attach IRS acceptance letter (CP261 or CP277).

• For all other entities, enter the name of the entity as used to apply for the entity’s EIN and the EIN.

Name: Business Name: Taxpayer Identification Number: Social Security Number or Employer Identification Number Legal Status (check one):

Individual Governmental

Sole Proprietor Nonresident alien

Partnership Estate or trust

Legal Services Corporation Pharmacy (Non-Corp.)

Tax-exempt Pharmacy/Funeral Home/Cemetery (Corp.)

Corporation providing or billing Limited Liability Company (select applicable tax classification) medical and/or health care services D = disregarded entity C = corporation

Corporation NOT providing or billing P = partnership medical and/or health care services Signature: Date:

Page 27 Revision Date 4/10/2009

SECTION 6 - RESPONSIVENESS For this solicitation, you will need to respond to each of the points identified in Section 3 of the Solicitation. You must follow any format shown or referenced below. 6.1 GENERAL INSTRUCTIONS:

6.1.1 These instructions prescribe the format and content of the Offer. They are designed to facilitate a fair and uniform review process. Failure to adhere to this format will affect our evaluation and may result in disqualification of the Offer.

6.1.2 The response--completed, signed and returned--will constitute the Offer. A signed original and the designated number of copies of each Offer are required. Failure to submit the required number of copies may prevent the Offer from being evaluated within the allotted time.

6.1.3 Your Offer must provide all information requested and must address all points. Suggested exceptions to requirements and contract modifications, while allowed, are discouraged. The Agency/Buyer is under no obligation to accept exceptions or modifications suggested by the Vendor (or any Third Parties/subcontractors), and any exceptions or modifications will affect our evaluation and may result in rejection. If the Vendor (or any Third Parties/subcontractors) does wish to suggest exceptions or modifications, all such exceptions or modifications must be submitted with the Offer. Offers, including suggested exceptions to requirements and contract modifications, must be submitted in ink, typed, or printed form and signed by an authorized representative. The State may require that offers be submitted in electronic form. All terms to which the Vendor does not suggest an exception or modification will be deemed by the Agency/Buyer as having been accepted by the Vendor. Suggested exceptions or modifications shall be made by the Vendor (or any Third Parties/subcontractors) on the relevant page containing the language to be modified or the requirement to which an exception is proposed. If the suggested changes cannot reasonably be made on the relevant page, the Vendor may include specific, suggested exceptions or modifications referencing specific paragraphs of the RFP or Sample Contract for Services on separate pages, and shall attach those pages to the Offer as addenda.

6.1.4 The Offer is divided into two parts: (1) the Technical Proposal and (2) the Price Proposal. The Offer must be submitted in a sealed envelope or container, with the Price Proposal under separate cover in a separate, sealed envelope or container in the Offer container. If multiple envelopes or containers for each Offer are used, the envelopes or containers must be numbered in the following fashion: 1 of 4, 2 of 4, etc. The envelopes or containers must be labeled with the following information: Agency/Buyer’s Name and Address, RFP Title and Reference Number, Due Date and Time and Vendor’s Name and Address.

6.1.5 If the Vendor designates any information in its Offer as confidential, the Vendor must also submit one (1) copy of the Offer from which confidential information has been excised. The confidential material must be excised in such a way as to allow the public to determine the general nature of the material removed and to retain as much of the Offer as possible.

6.1.6 Offers must not contain promotional or display materials.

6.1.7 Attachments must be referenced in the Offer.

6.2 TECHNICAL PROPOSAL: The following documents and responses will be included in the Technical Proposal and tabbed as such in the order given below:

6.2.1 TRANSMITTAL LETTER: An individual authorized to legally bind the Vendor must sign the transmittal letter. The person who signs the transmittal letter will be considered the contact person for all matters pertaining to the Offer unless the Vendor designates another person in writing. The letter must include the Vendor’s mailing address, e-mail address, fax number and telephone number.

Any request for confidential treatment of information must be included in the transmittal letter in addition to the specific statutory basis supporting the request, an explanation of why disclosure of the information is not in the best interest of the public, and the specific basis under Section 7 of the Illinois Freedom of Information Act (5 ILCS 140/7) for the exemption from disclosure of such information. The transmittal letter must also contain the name, address and telephone number of the individual authorized to respond to the Agency/Buyer about the confidential nature of the information.

6.2.2 TABLE OF CONTENTS: The Vendor must include a table of contents in its Offer. Offers must be page numbered sequentially from front to back.

6.2.3 EXECUTIVE SUMMARY: The Vendor must prepare an Executive Summary and overview of the services it is offering, including all of the following information:

6.2.3.1 Statements that demonstrate that the Vendor understands the services as specified in Section 3 of the RFP, “Specifications / Qualifications / Statement of Work” and agrees with Section 4 of the Contract, “Description of Supplies and Services.”

Page 28 Revision Date 4/10/2009

6.2.3.2 An overview of the Vendor’s plans for establishing and maintaining a EI Credentialing Office, as described in Section 3 of the RFP, Specifications/Qualifications/Statement of Work.

6.2.3.3 A demonstration of the Vendor’s knowledge of the EI Program, the EI Credentialing rules and process, the enrollment processes for the CBO and the Illinois Department of Healthcare and Family Services, background check processes for the CANTS/SACWIS (Child Abuse & Neglect Tracking System), criminal background fingerprint, and Illinois Sex Offender Registry, and of university/college course work specific to the disciplines in the EI Program.

6.2.4 TECHNICAL APPROACH (PLAN TO ADDRESS THE SERVICES REQUIRED FROM THE VENDOR): The Vendor must provide a detailed description of how the Vendor plans to approach each service requirement as expressed by the Agency/Buyer in Section 3 of the RFP, “Specifications / Qualifications / Statement of Work”. Offers must be fully responsive to each service requirement. Offers must identify any deviations from the stated requirements or requirements that the Vendor cannot satisfy. Any deviations from the stated requirements or any requirements that the Vendor cannot satisfy will affect the evaluation of the Offer and may disqualify the Vendor. This section must describe how the EI Credentialing Office will be established and maintained. The Technical Approach should appropriately identify action steps needed to provide the deliverables listed in Section 3 of the RFP, Specifications/Qualifications/Statement of Work. A deliverable/action steps matrix, indicating the action steps necessary to provide the deliverables and the time frames associated with the completion of this work should be identified. Components that are in place should be listed in the matrix as completed action steps. For example, if the Vendor has established capacity for credit card processing as required or has a functioning mail control system that would be used for tracking incoming and outgoing Credentialing and Enrollment forms, the matrix would include this information as a completed action step.

6.2.5 TECHNICAL EXPERIENCE: The Vendor must provide the following information regarding its experience:

6.2.5.1 Number of years experience with providing types of services specified in Section 3 of the RFP, Specifications/Qualifications/Statement of Work. The Vendor should have at least five (5) years of relevant experience.

6.2.5.2 Describe the level of technical experience in providing the types of services specified in Section 3 of the RFP.

6.2.5.3 List all services and other relevant experience similar to those specified in Section 3 of the RFP that the Vendor has provided to other businesses or governmental entities.

6.2.5.4 Describe the Vendor’s organization and where this project would be placed within the organization.

6.2.5 PERSONNEL: The Vendor must provide resumes for all key personnel, including the project manager, who will be involved in providing the services contemplated by this RFP. Resumes must include the full name, education background, and years of experience and employment history particularly as it relates to the scope of services specified herein.

6.2.5.1 The information provided should indicate that key personnel meet or exceed staffing specifications stated in Section 3.5, Vendor and Staff Requirements, and that staff resources are adequate to implement the Technical Approach (i.e., the plan to address the services required from the Vendor).

6.2.6 FINANCIAL CAPACITY INFORMATION: Submit end of year financial statements for the last 3 years. Vendor may also be required to provide additional financial information upon request.

6.2.7 CHANGES TO THE RFP: If the Agency/Buyer issues any changes (including amendments or addenda) to this RFP, these changes must be signed by an individual authorized to legally bind the Vendor and included in the Technical Proposal.

Page 29 Revision Date 4/10/2009

SECTION 7 - PRICE 7.0 PRICE SUBMISSION: The Price Proposal must be submitted in a separate, sealed envelope or container in the Offer container. The Vendor will provide its Price Proposal in a line item pricing format. 7.1 METHOD AND RATE OF COMPENSATION: Identify the method of charging (hourly, daily, project, item, or other method) and provide the rate or price for each type of supply or service. Pricing shall be in accordance with the unit of measure specified and only one unit price shall be quoted per item unless specifically provided below. All extensions and totals requested shall be shown. Prices quoted must be net after deducting all trade or quantity discounts and any other available allowances. Prices must be F.O.B. DESTINATION with all transportation and handling included and paid by the Vendor. 7.2 MAXIMUM COMPENSATION FOR SUPPLIES AND SERVICES: Show price in checked category only:

Firm Price Estimated Price

7.3 EXPENSES: Unless otherwise specified, this contract does not allow for reimbursement of any expense incurred by Vendor, including but not limited to telephone or other communications device, postage, copying, travel, transportation, lodging, food and per diem. 7.4 PAYMENT TERMS AND CONDITIONS (including when paid, frequency and retainage): Payment will be made after completion of the Contract unless otherwise specified below. Payments to the Vendor will be made on a monthly prospective basis equal to one-twelfth of the contract total, rounded to the nearest $100.00. The final prospective payment may be greater or lesser than the previous payments due to rounding or reconciliation. The Vendor shall use the following methodology to document the use of these funds: The Vendor shall provide summary documentation, known as a Summary Expenditure Documentation Form (provided by the Department), by line item of actual expenditures incurred for the purchase of goods and services necessary for conducting program activities. The completed Summary Expenditure Documentation Forms will reflect expenditures per service/deliverable for each budget summary line item: Personal Services/Fringes; Contractual Services; Travel; Supplies; and Equipment. The Vendor shall use generally accepted accounting practices to record expenditures and revenues as outlined in the DHS Rule 509-Fiscal/Administrative Record Keeping and Requirements. Expenditures shall be recorded in the Vendor’s records in such a manner as to establish an audit trail for future verification of appropriate use of Agreement funds. Expenditure documentation shall be submitted to the Department on a quarterly basis, within 30 days after the end of each calendar quarter. However, the Vendor shall have the option to report monthly. The Vendor shall submit expenditure documentation by one of the following means: Mail to the following address: Illinois Department of Human Services Division of Community Health and Prevention Fiscal Support Services 535 West Jefferson St., 3rd floor Springfield, IL 62702-5058 Or Fax: 217/524-2491 Or Email (will be provided by the Department) The Department will compare the amount of the prospective payments made to date with the documentation of expenditures provided to the Department by the Vendor. If the document expenditures equal to or exceed 45 percent of the total contract amount through the end of the second quarter and 70 percent through the end of the third quarter, routine monthly prospective payments will continue through May of the fiscal year. If the documented expenditures are less than 45 percent of the total contract amount through the end of the second quarter and/or less than 70 percent through the end of the third quarter, the Department will confer with the Vendor to determine whether subsequent prospective payments are to be modified. Decisions pertaining to the reduction or delay of prospective payments will be at the discretion of the Department. Failure of the Vendor to provide timely documentation may result in a reduction to the total award. The final payment from the Department under this Agreement will be made after the final Summary Expenditure Documentation Form has been submitted by the Vendor and upon the Department’s determination that all requirements under this Agreement have been completed, which

Page 30 Revision Date 4/10/2009

determination shall not be unreasonably withheld. Such final payment will be subject to adjustment after the completion of a review of the Vendor’s records as provided in the Agreement. An independent audit and associated supplemental revenue and expense scheduled may be required from the Vendor. Eligible expenditures will be determined based upon 89 IL Admin Code 509.20, Allowable/Unallowable Costs and specific program requirements, if applicable. All funds paid under this agreement are subject to the Illinois Grant Funds Recovery Act (30 ILCS 705/1 et. seq.) 7.5 DISCOUNTS: N/A 7.6 TAX EXEMPTIONS: State and Federal tax exemption information is available upon request. 7.7 SUBCONTRACTORS: Vendor shall identify the names and addresses of all subcontractors utilized by Vendor in the performance of this Contract, together with the anticipated amount of money that each subcontractor is expected to receive pursuant to this Contract. The State may request updated information at any time. For purposes of this section, subcontractors are those specifically hired to perform all or part of the work of this contract or to provide the supplies requested by the State. Subcontractor Name Amount to be paid 7.8 WORK LOCATION DISCLOSURE: Vendor shall disclose the location where the services required shall be performed. If at multiple locations, the known or anticipated value of the services performed at each location shall be identified. This information and economic impact on Illinois and its residents may be considered in the evaluation. If the selected Vendor receives additional consideration in the evaluation based on work being performed in the United States, the resulting contract shall contain a provision that any shift in such work outside the United States may be considered a breach of contract.

Location where services will be performed Value of services performed at this location Location where services will be performed Value of services performed at this location

Page 31 Revision Date 4/10/2009

SECTION 8 - CONTRACT We expect to contract based on the terms and conditions as set forth in the attached State of Illinois Contract. If you are unable to accept one or more parts of the Contract, identify any exception that you want us to consider. You may show these changes on the Contract form itself by striking over language you find problematic, and underlining alternate language or by listing the sections and showing the alternate language on a separate page. You must provide these exceptions requests and alternate language with your Offer. Please note that most contract provisions are required by law or important policy and we have very limited ability to consider and accept changes you might propose. Any proposed changes may be considered in the evaluation.

Page 32 Revision Date 4/10/2009

CONTRACT

The Parties to this Contract are the State of Illinois acting through the undersigned Agency (collectively the State) and the Vendor. The Contract consists of this signature page, the following pages detailing the contents described below, and any attachments identified on these pages.

1. TERM AND TERMINATION 2. DESCRIPTION OF SUPPLIES / SERVICES 3. PRICING 4. STANDARD TERMS AND CONDITIONS 5. CERTIFICATIONS AND CONFLICTS 6. SUPPLEMENTAL PROVISIONS

In consideration of the mutual covenants and agreements contained in this Contract, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to the terms and conditions set forth herein and have caused this Contract to be executed by their duly authorized representatives on the dates shown below. VENDOR STATE OF ILLINOIS (Vendor Name) (Agency Name) Signature Official Signature Printed Name Printed Name Title Date Title Date Address Designee Signature Printed Name Phone Fax Title E-mail Address Phone Fax E-mail STATE USE ONLY NOT PART OF CONTRACTUAL PROVISIONS PBC# Contract # Project Title Procurement Method (IFB, RFP, Small, etc): Award Code: IPB Publication Date: IPB Ref. # Subcontractor Utilization? Yes No Subcontractor Disclosure? Yes No Funding Source Obligation # CMS Program Compliance Fiscal Compliance Legal Compliance Executive Compliance

12-2008

Page 1

1. TERM AND TERMINATION 1.1 TERM OF THIS CONTRACT: [Agency to include beginning and end date of initial term.] Unless otherwise specified, this Contract shall commence upon the last dated signature of the Parties. 1.2 RENEWAL: This Contract may not be renewed unless the renewal period(s) and any applicable conditions are shown below. The renewal shall be subject to the same terms and conditions as the original Contract unless otherwise stated below. Renewal pricing is shown in Section 3. However, the Contract may not renew automatically, nor may the contract renew solely at the Vendor’s option. [Agency to include renewal rights here. If more than one renewal is desired, include the following language for maximum flexibility.] The State reserves the right to renew for a total of _________ years in one of the following manners: a) One renewal covering the entire renewal allowance, b) Individual one-year renewals up to and including the entire renewal allowance, or c) Any combination of full or partial-year renewals up to and including the entire renewal allowance. 1.3 TERMINATION FOR CAUSE: The State may terminate this Contract, in whole or in part, immediately upon notice to the Vendor if it is determined that the actions, or failure to act, of the Vendor, its agents, employees or subcontractors have caused, or reasonably could cause jeopardy to health, safety, or property. If Vendor fails to perform to the State’s satisfaction any material requirement of this Contract or is in violation of a material provision of this Contract, the State shall provide written notice to the Vendor requesting that the breach or noncompliance be remedied within the period of time specified in the State’s written notice. If the breach or noncompliance is not remedied by that date the State may either: (a) immediately terminate the Contract without additional written notice or, (b) enforce the terms and conditions of the Contract, and in either event seek any available legal or equitable remedies and damages. 1.4 TERMINATION FOR CONVENIENCE: Following thirty (30) days written notice, the State may terminate this Contract in whole or in part without the payment of any penalty or incurring any further obligation to the Vendor. Following any such termination for convenience, the Vendor shall be entitled to compensation upon submission of invoices and proof of claim for services provided under this Contract up to and including the date of termination.

Page 2

2. DESCRIPTION OF SUPPLIES AND SERVICES 2.1 GOALS AND OBJECTIVES: 2.2 SUPPLIES AND/OR SERVICES REQUIRED: 2.3 MILESTONES AND DELIVERABLES: Vendor shall not perform services, provide supplies or incur expenses in amount exceeding the amount shown in this Section, unless a higher amount is authorized in writing by the State prior to the Vendor performing the services, providing the supplies, or incurring the expenses. Not-to-exceed $ 2.4 VENDOR / STAFF SPECIFICATIONS: 2.4.1 SUBCONTRACTORS: Vendor shall identify the names and addresses of all subcontractors utilized by Vendor in the performance of

this Contract, together with the anticipated amount of money that each subcontractor is expected to receive pursuant to this Contract. The State may request updated information at any time. For purposes of this section, subcontractors are those specifically hired to perform all or part of the work of this contract or to provide the supplies requested by the State.

Subcontractor Name Amount to be paid

2.5 DELIVERY SPECIFICATIONS: 2.6 WHERE SERVICES ARE TO BE PERFORMED: Unless otherwise specified in this section all services shall be performed in the United States. If the Vendor creates or manufactures the supplies or performs any of the work in another country in violation of the Contract, such action may be deemed a breach of the Contract. Vendor shall disclose the location where the services required shall be performed. If at multiple locations, the known or anticipated value of the services performed at each location shall be identified. If the Vendor received additional consideration in the evaluation based on work being performed in the United States, it shall be a breach of contract if the Vendor shifts any such work outside the United States.

Location where services will be performed Value of services performed at this location Location where services will be performed Value of services performed at this location

2.7 SCHEDULE OF WORK: Any work performed on State premises shall be done during the hours designated by the State and performed in a manner that does not interfere with the State and its personnel. 2.8 WARRANTIES FOR SUPPLIES AND SERVICES: 2.8.1 Vendor warrants that the supplies furnished under this Contract (a) will conform to the State’s manufacturing standards,

specifications, drawing, samples or descriptions furnished by the State, including but not limited to all specifications attached as exhibits hereto, (b) will be merchantable, of good quality and workmanship, free from defects for a period of twelve months or longer if specified in writing, and fit and sufficient for the intended use (c) will comply with all federal and state laws, regulations and ordinances pertaining to the manufacturing, packing, labeling, sale and delivery of the supplies (d) will be of good title and be free and clear of all liens and encumbrances and (e) will not infringe any patent, copyright or other intellectual property rights of any third party. Vendor agrees to reimburse the State for any losses, costs, damages or expenses, including without limitations, reasonable attorney’s fees and expenses, arising from failure of the supplies to meet such warranties. Vendor shall insure that all manufacturers’ warranties are transferred to the State and shall provide a copy of the warranty. These warranties shall be in addition to all other warranties, express, implied or statutory, and shall survive the State’s payment, acceptance, inspection or failure to inspect the supplies.

2.8.2 Vendor warrants that all services will be performed in a good and professional manner to industry standards by trained and

competent personnel. Vendor shall monitor performances of each individual and shall reassign immediately any individual who is not performing to professional standards, who is not efficient or effective in performing the work of the contract, who is disruptive or not respectful of others in the workplace, or who in any way violates the Contract or State policies.

2.9 REPORTING, STATUS AND MONITORING SPECIFICATIONS: 2.9.1 Vendor shall immediately notify the State of any event that may have a material impact on Vendor’s ability to perform the Contract. 2.9.2 Upon request and on forms provided by Agency, Vendor shall report the number of qualified veterans and certain ex-offenders hired

during Vendor’s last completed fiscal year. Vendor may be entitled to employment tax credit for hiring individuals in those groups (PA 94-1067).

Page 3

3. PRICING 3.1 METHOD AND RATE OF COMPENSATION: Vendor shall be compensated by the following method:

hourly monthly annually project item

3.2 MAXIMUM COMPENSATION FOR SUPPLIES AND SERVICES:

Firm Price Estimated Price

3.3 RENEWAL COMPENSATION: If this contract is renewed, the price shall be the same as for the initial term unless a different compensation, or formula for determining the renewal compensation, is stated below. 3.4 EXPENSES: Unless otherwise agreed upon and stated herein, this Contract does not allow for reimbursement of any expense incurred by Vendor, including but not limited to telephone or other communications device, postage, copying, travel, transportation, lodging, food and per diem. Any approved travel expenses shall be reimbursed in accordance with the Travel Regulation Council and Governor’s Travel Board rules. 3.5 DISCOUNT: % discount for payment within days of receipt of invoice 3.6 TAX: Vendor shall not bill for any taxes unless accompanied by proof the State is subject to the tax. If necessary, Vendor may request the applicable Agency’s Illinois tax exemption number and federal tax exemption information. 3.7 INVOICING: Vendor shall invoice at the completion of the Contract unless invoicing is tied in this Contract to milestone or deliverables, or other invoicing requirements agreed to elsewhere in this Contract. Send invoices to . 3.8 PAYMENT TERMS AND CONDITIONS: 3.8.1 By submitting an invoice, Vendor certifies that the supplies or services provided meet all requirements of the Contract, and the

amount billed and expenses incurred are as allowed in the Contract. Invoices for supplies purchased, services performed and expenses incurred through June 30 of any year must be submitted to the State no later than July 31 of that year; otherwise Vendor may have to seek payment through the Illinois Court of Claims (30 ILCS 105/25). All invoices are subject to statutory offset (30 ILCS 210).

3.8.2 Payments, including late payment charges, will be paid in accordance with the State “Prompt Payment Act” (30 ILCS 540) and rules

(74 III. Adm. Code 900) when applicable. Payments delayed at the beginning of the State’s fiscal year (July and August payments) because of the appropriation process shall not be considered a breach.

3.8.3 The State shall not be liable to pay for supplies provided or services rendered, including related expenses incurred prior to the

execution of this Contract by the Parties and the beginning of the term of this Contract. 3.8.4 As a condition of receiving payment Vendor must pay its employees prevailing wages when required by law (e.g., public works,

printing, janitorial, window washing, building and grounds services, site technician services, natural resource services, security guard and food services). Vendor is responsible for contacting the Illinois Dept. of Labor (217-782-6206; http://www.state.il.us/agency/idol/index.htm) to ensure understanding of prevailing wage requirements (30 ILCS 500/25-60(b)).

3.8.5 As a condition of receiving payment Vendor must pay its suppliers and subcontractors according to the terms of their respective

contracts. Vendor shall provide lien waivers to the State upon request.

Page 4

4. STANDARD TERMS AND CONDITIONS 4.1 AVAILABILITY OF APPROPRIATION (30 ILCS 500/20-60): State shall use its best efforts to secure sufficient appropriations to fund this Contract. However, the State, at its sole option, may terminate or suspend this contract, in whole or in part, without penalty or further payment being required, if the Illinois General Assembly or the federal funding source fails to make an appropriation sufficient to pay such obligation, or if funds needed are insufficient for any reason. 4.2 AUDIT/RETENTION OF RECORDS (30 ILCS 500/20-65): Vendor and its subcontractors shall maintain books and records relating to the performance of the Contract or subcontract and necessary to support amounts charged to the State under the Contract or subcontract. Books and records, including information stored in databases or other computer systems, shall be maintained by the Vendor for a period of three years from the later of the date of final payment under the Contract or completion of the Contract, and by the subcontractor for a period of three years from the later of final payment under the term or during the three year period thereafter. Books and records required to be maintained under this section shall be available for review or audit by representatives of the State, the Auditor General, the Executive Inspector General and other governmental entities with monitoring authority, upon reasonable notice and during normal business hours. Vendor and its subcontractors shall cooperate fully with any such audit and with any investigation conducted by any of these entities. Failure to maintain books and records required by this section shall establish a presumption in favor of the State for the recovery of any funds paid by the State under the Contract for which adequate books and records are not available to support the purported disbursement. The Vendor shall not impose a charge for audit or examination of the Vendor’s books and records. If federal funds are used to pay contract costs, the Vendor must retain its records for five years. Vendor shall take reasonable steps to insure that any subcontractor is in compliance with the requirements of this section. 4.3 TIME IS OF THE ESSENCE: Time is of the essence with respect to Vendor’s performance of this Contract. Except as specifically waived in writing, failure by either Party to exercise or enforce a right shall not affect any subsequent ability to exercise or enforce a right. 4.4 FORCE MAJEURE: Failure by either Party to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable control and not due to its negligence including acts of nature, acts of terrorism, riots, labor disputes, fire, flood, explosion, and governmental prohibition. The non-declaring party may cancel the Contract without penalty if performance does not resume within 30 days of the declaration. 4.5 CONFIDENTIAL INFORMATION: Each Party, including its agents and subcontractors, to this Contract may have or gain access to confidential data or information owned or maintained by the other Party in the course of carrying out its responsibilities under this Contract. The receiving Party shall presume all information received or to which it gains access pursuant to this Contract is confidential unless otherwise designated by the disclosing Party. No confidential data collected, maintained, or used in the course of performance of the Contract shall be disseminated except as authorized by law and with the written consent of the disclosing Party, either during the period of the Contract or thereafter. The receiving Party must return any and all data collected, maintained, created or used in the course of the performance of the Contract, in whatever form it is maintained, promptly at the end of the Contract, or earlier at the request of the disclosing Party, or notify the disclosing Party in writing of its destruction. The foregoing obligations shall not apply to confidential data or information lawfully in the receiving Party’s possession prior to its acquisition from the disclosing Party; received in good faith from a third-party not subject to any confidentiality obligation to the disclosing Party; now is or later becomes publicly known through no breach of confidentiality obligation by the receiving Party; or is independently developed by the receiving Party without the use or benefit of the disclosing Party’s confidential information. 4.6 USE AND OWNERSHIP: All work performed or supplies created by Vendor under this Contract, whether written documents or data, goods or deliverables of any kind, shall be deemed work-for-hire under copyright law and all intellectual property and other laws, and the State of Illinois is granted sole and exclusive ownership to all such work, unless otherwise agreed to herein. Vendor hereby assigns to the State all right, title, and interest in and to such work including any related intellectual property rights, and/or waives any and all claims that Vendor may have to such work including any so-called "moral rights" in connection with the work. Confidential data or information contained in such work shall be subject to Section 4.5 herein. 4.7 INDEMNIFICATION AND LIABILITY: The Vendor agrees to indemnify and hold harmless the State of Illinois, its agencies, officers, employees, agents and volunteers from any and all costs, demands, expenses, losses, claims, damages, liabilities, settlements and judgments, including in-house and contracted attorneys’ fees and expenses, arising out of (a) any breach or violation by Vendor of any of its representations, warranties, covenants or agreements set forth herein, (b) any actual or alleged death or injury to any person, damage to any property or any other damage or loss by whomsoever suffered, claimed to result in whole or in part from Vendor’s negligent performance hereunder, (c) any act, activity or omission of Vendor or any of its employees, representatives, subcontractors or agents. Neither party shall be liable for incidental, special, consequential or punitive damages. 4.8 INSURANCE: Vendor shall, at all times during the term and any renewals, maintain and provide a Certificate of Insurance naming the State as additional insured for all required bonds and insurance. Certificates may not be modified or canceled until at least 30 days notice has been provided to the State. Vendor shall provide: (a) General Commercial Liability-occurrence form in amount of $1,000,000 per occurrence (Combined Single Limit Bodily Injury and Property Damage) and $2,000,000 Annual Aggregate; (b) Auto Liability, including Hired Auto and Non-owned Auto, (Combined Single Limit Bodily Injury and Property Damage) in amount of $1,000,000 per occurrence; and (c) Worker’s Compensation Insurance in amount required by law. Insurance shall not limit Vendor’s obligation to indemnify, defend, or settle any claims.

Page 5

4.9 INDEPENDENT CONTRACTOR: Vendor shall, in the performance of this Contract, be an independent contractor and not an agent or employee of, or joint venturer with the State. All payments by the State shall be made on that basis. 4.10 ASSIGNMENT AND SUBCONTRACTING: This Contract may not be assigned, transferred or subcontracted in whole or in part by the Vendor without the prior written consent of the State. Vendor shall describe, as a supplemental provision to this Contract, the names and addresses of all authorized subcontractors utilized by Vendor in the performance of this Contract, together with a description of the work to be performed by the subcontractor and the anticipated amount of money that each subcontractor is expected to receive pursuant to this Contract. For purposes of this section, subcontractors are those specifically hired to perform all or part of the work or to provide the supplies covered by the Contract. 4.11 SOLICITATION AND EMPLOYMENT: Vendor shall not employ any person employed by the State during the term of this Contract to perform any work under this Contract. Vendor shall give notice immediately to the Agency’s director if Vendor solicits or intends to solicit State employees to perform any work under this Contract. 4.12 COMPLIANCE WITH THE LAW: The Vendor, its employees, agents, and subcontractors shall comply with all applicable federal, state, and local laws, rules, ordinances, regulations, orders, federal circulars and all license and permit requirements in the performance of this Contract. Vendor shall be in compliance with applicable tax requirements and shall be current in payment of such taxes. 4.13 BACKGROUND CHECK: Whenever the State deems it reasonably necessary for security reasons, the State may conduct, at its expense, criminal and driver history background checks of Vendor’s officers, employees or agents. Vendor shall reassign immediately any such individual who does not pass the background checks. 4.14 APPLICABLE LAW: This Contract shall be construed in accordance with and is subject to the laws and rules of the State of Illinois. The Department of Human Rights’ Equal Opportunity requirements (44 Ill. Adm. Code 750) are incorporated by reference. Any claim against the State arising out of this Contract must be filed exclusively with the Illinois Court of Claims (705 ILCS 505/1). The State shall not enter into binding arbitration to resolve any Contract dispute. The State of Illinois does not waive sovereign immunity by entering into this Contract. The official text of cited statutes is incorporated by reference (An unofficial version can be viewed at http://www.ilga.gov/legislation/ilcs/ilcs.asp. In compliance with the Illinois and federal Constitutions, the Illinois Human Rights Act, the U. S. Civil Rights Act, and Section 504 of the federal Rehabilitation Act and other applicable laws and rules the State does not unlawfully discriminate in employment, contracts, or any other activity. 4.15 ANTI-TRUST ASSIGNMENT: If Vendor does not pursue any claim and cause of action it has arising under federal or state antitrust laws relating to the subject matter of the Contract, then upon request Vendor shall assign to the State all right, title and interest in and to the claim or cause of action. 4.16 AUTHORIZATION: Each Party to this Contract represents and warrants to the other that: (a) it has the right, power and authority to enter into and perform its obligations under this Contract and (b) it has taken all requisite action (corporate, statutory or otherwise) to approve execution, delivery and performance of this Contract, and (c) this Contract constitutes a legal, valid and binding obligation upon itself in accordance with its terms. 4.17 CONTRACTUAL AUTHORITY: The Agency that signs for the State of Illinois shall be the only State entity responsible for performance and payment under the Contract. When the Department of Central Management Services (CMS) signs in addition to an Agency, CMS does so as approving officer and shall have no liability to Vendor. When CMS signs a Master Contract on behalf of State agencies, only the Agency that places an order with the Vendor shall have any liability to Vendor. 4.18 NOTICES: Notices and other communications provided for herein shall be given in writing by registered or certified mail, return receipt requested, by receipted hand delivery, by courier (UPS, Federal Express or other similar and reliable carrier), by e-mail, or by fax showing the date and time of successful receipt. Notices shall be sent to the individuals who signed the Contract using the contact information following the signatures. Each such notice shall be deemed to have been provided at the time it is actually received. By giving notice, either Party may change the contact information.

Page 6

5. CERTIFICATIONS AND CONFLICTS Vendor certifies it is under no legal prohibition on contracting with the State of Illinois, has no known conflicts of interest and further specifically certifies that: 5.1 Vendor, its employees and subcontractors will comply with applicable provisions of the U.S. Civil Rights Act, Section 504 of the Federal Rehabilitation Act, the Americans with Disabilities Act (42 U.S.C. § 12101 et seq.) and applicable rules in performance under this Contract. 5.2 Vendor is not in default on an educational loan (5 ILCS 385/3). 5.3 Vendor (if an individual, sole proprietor, or partner) has informed the director of the Agency in writing if he/she was formerly employed by that agency and has received an early retirement incentive prior to 1993 under Section 14-108.3 or 16-133.3 of the Illinois Pension Code, 40 ILCS 5/14-108.3 and 40 ILCS 5/16-133.3, and acknowledges that contracts made without the appropriate filing with the Auditor General are not payable from the “contractual services” or other appropriation line items. Vendor has not received an early retirement incentive on or after 2002 under Section 14-108.3 or 16-133.3 of the Illinois Pension Code, 40 ILCS 5/14-108.3 and 40 ILCS 5/16-133.3, and acknowledges that contracts in violation of Section 15a of the State Finance Act are not payable from the “contractual services” or other appropriation line items (30 ILCS 105/15a). 5.4 Vendor certifies (i) that it will offer to assume the collective bargaining obligations of the prior employer, including any existing collective bargaining agreement with the bargaining representative of any existing collective bargaining unit or units performing substantially similar work to the services covered by the contract subject to its bid or offer, and (ii) that it shall offer employment to all employees currently employed in any existing bargaining unit performing substantially similar work that will be performed under this contract (30 ILCS 500/25-80). 5.5 Vendor has not been convicted of bribing or attempting to bribe an officer or employee of the State of Illinois or any other State, nor has Vendor made an admission of guilt of such conduct that is a matter of record (30 ILCS 500/50-5). 5.6 If Vendor has been convicted of a felony, at least five years have passed after the date of completion of the sentence for such felony, unless no person held responsible by a prosecutor’s office for the facts upon which the conviction was based continues to have any involvement with the business (30 ILCS 500/50-10). 5.7 If Vendor, or any officer, director, partner, or other managerial agent of Vendor, has been convicted of a felony under the Sarbanes-Oxley Act of 2002, or a Class 3 or Class 2 felony under the Illinois Securities Law of 1953, at least five years have passed since the date of the conviction. Vendor further certifies that it is not barred from being awarded a contract and acknowledges that the State shall declare the Contract void if this certification is false (30 ILCS 500/50-10.5). 5.8 Vendor and its affiliates are not delinquent in the payment of any debt to the State (or if delinquent has entered into a deferred payment plan to pay the debt), and Vendor and its affiliates acknowledge the State may declare the Contract void if this certification is false (30 ILCS 500/50-11) or if Vendor or an affiliate later becomes delinquent and has not entered into a deferred payment plan to pay off the debt (30 ILCS 500/50-60). 5.9 Vendor and all affiliates shall collect and remit Illinois Use Tax on all sales of tangible personal property into the State of Illinois in accordance with provisions of the Illinois Use Tax Act (30 ILCS 500/50-12) and acknowledges that failure to comply can result in the Contract being declared void. 5.10 Vendor certifies that it has not committed a willful or knowing violation of the Environmental Protection Act (relating to Civil Penalties under the Environmental Protection Act) within the last five years, and is therefore not barred from being awarded a contract. If the State later determines that this certification was falsely made by the Vendor, the Vendor acknowledges that the State may declare the Contract void (30 ILCS 500/50-14). 5.11 Vendor has not paid any money or valuable thing to induce any person to refrain from bidding on a State contract, nor has Vendor accepted any money or other valuable thing, or acted upon the promise of same, for not bidding on a State contract (30 ILCS 500/50-25). 5.12 Vendor is not in violation of the “Revolving Door” section of the Illinois Procurement Code (30 ILCS 500/50-30). 5.13 Vendor will report to the Illinois Attorney General and the Chief Procurement Officer any suspected collusion or other anti-competitive practice among any bidders, offerors, contractors, proposers or employees of the State (30 ILCS 500/50-40, 50-45, 50-50). 5.14 In accordance with the Steel Products Procurement Act, steel products used or supplied in the performance of a contract for public works shall be manufactured or produced in the United States, unless the executive head of the procuring agency grants an exception (30 ILCS 565). 5.15 Vendor will, pursuant to the Drug Free Workplace Act, provide a drug free workplace and Vendor and its employees shall not engage in the unlawful manufacture, distribution, dispensation, possession or use of a controlled substance during the performance of the Contract. This certification applies to contracts of $5000 or more with individuals; and to entities with 25 or more employees (30 ILCS 580). 5.16 Neither Vendor nor any substantially owned affiliate is participating or shall participate in an international boycott in violation of the U.S. Export Administration Act of 1979 or the applicable regulations of the U.S. Department of Commerce. This certification applies to contracts that exceed $10,000 (30 ILCS 582).

Page 7

5.17 Vendor has not been convicted of the offense of bid rigging or bid rotating or any similar offense of any state or of the United States (720 ILCS 5/33 E-3, E-4). 5.18 Vendor complies with the Illinois Department of Human Rights Act and rules applicable to public contracts, including equal employment opportunity, refraining from unlawful discrimination, and having written sexual harassment policies (775 ILCS 5/2-105). 5.19 Vendor does not pay dues to, or reimburse or subsidize payments by its employees for any dues or fees to any “discriminatory club” (775 ILCS 25/2). 5.20 Vendor complies with the State Prohibition of Goods from Forced Labor Act, and certifies that no foreign-made equipment, materials, or supplies furnished to the State under the Contract have been or will be produced in whole or in part by forced labor, or indentured labor under penal sanction (30 ILCS 583). 5.21 Vendor certifies that no foreign-made equipment, materials, or supplies furnished to the State under the Contract have been produced in whole or in part by the labor or any child under the age of 12 (30 ILCS 584). 5.22 Vendor certifies that it is not in violation of Section 50-14.5 of the Illinois Procurement Code (30 ILCS 500/50-14.5) that states: “Owners of residential buildings who have committed a willful or knowing violation of the Lead Poisoning Prevention Act (410 ILCS 45) are prohibited from doing business with the State until the violation is mitigated”. 5.23 Vendor warrants and certifies that it and, to the best of its knowledge, its subcontractors have and will comply with Executive Order No. 1 (2007). The Order generally prohibits Vendors and subcontractors from hiring the then-serving Governor’s family members to lobby procurement activities of the State, or any other unit of government in Illinois including local governments if that procurement may result in a contract valued at over $25,000. This prohibition also applies to hiring for that same purpose any former State employee who had procurement authority at any time during the one-year period preceding the procurement lobbying activity. 5.24 In accordance with Public Act 095-0307, all information technology, including electronic information, software, systems and equipment, developed or provided under this contract must comply with the applicable requirements of the Illinois Information Technology Accessibility Act Standards as published at www.dhs.state.il.us/iitaa. 5.25 Vendor has disclosed if required, on forms provided by the State, and agrees it is under a continuing obligation to disclose to the State, financial or other interests (public or private, direct or indirect) that may be a potential conflict of interest or which would prohibit Vendor from having or continuing the Contract. This includes, but is not limited to conflicts under the “Infrastructure Task Force Fee Prohibition” section of the State Finance Act (30 ILCS 105/8.40), Article 50 of the Illinois Procurement Code (30 ILCS 500/50), or those which may conflict in any manner with the Vendor’s obligation under this Contract. Vendor shall not employ any person with a conflict to perform under this Contract. If any elected or appointed State officer or employee, or the spouse or minor child of same has any ownership or financial interest in the Vendor or the Contract, Vendor certifies it has disclosed that information to the State if required, on forms provided by the State, and any waiver of the conflict has been issued in accordance with applicable law and rule. A waiver is required if: a) the person intending to contract with the State, their spouse or child: (i) holds an elective office in Illinois; (ii) holds a seat in the

Illinois General Assembly; (iii) is an officer or employee of the Capital Development Board or the Illinois Toll Highway Authority; or holds an appointed position or is employed in any of the offices or agencies of the State government and who receives compensation for such employment in excess of 60% of the salary of the Governor (currently $106,447.20). (The conflict of interest threshold of 60% of the Governor's salary set forth in Section 50-13 does not apply to elective office holders, legislators, and officers or employees of the Capital Development Board or the Illinois Toll Highway Authority.);

b) the contract is with a firm, partnership, association or corporation in which a person referenced in a) above receives more than 7.5% of the

total distributable income or an amount in excess of the salary of the Governor (currently $177,412.00). c) the contract is with a firm, partnership, association or corporation in which a person referenced in b) above, together with their spouse or

minor child, receives more than 15% in the aggregate of the total distributable income or an amount in excess of 2 times the salary of the Governor (currently $354,824.00) from the firm, partnership, association or corporation.

5.26 Vendor, as defined in Public Act 95-971, certifies that it has read, understands, and is in compliance with the Act and will not make a contribution that will violate the Act. In general, Public Act 95-0971 contains new registration and reporting requirements for certain Vendors, as well as limitations on political contributions by certain Vendors and their affiliates. These requirements shall be effective for the duration of the term of office of the incumbent Governor or for a period of 2 years after the end of the contract term, whichever is longer.

Page 8

Vendor certifies, in accordance with Public Act 95-971, as applicable:

Vendor is not required to register as a business entity with the State Board of Elections. or

Vendor has registered as a business entity with the State Board of Elections and acknowledges a continuing duty to update the registration as required by the Act. A copy of the certificate of registration is attached.

Vendor acknowledges that the State may declare this Contract void without any additional compensation due to the Vendor if this foregoing certification is false or if the Vendor (or any of its Affiliated Persons or Entities) engages in conduct that violates Public Act 95-0971.

Page 9

6. SUPPLEMENTAL PROVISIONS 6.1 ENTIRE CONTRACT: This Contract, consisting of the signature page, sections one through six, and any attachments marked (X) below, constitutes the entire Contract between the Parties concerning the subject matter of the Contract, and supersedes all prior proposals, contracts and understandings between the Parties concerning the subject matter of the Contract. Amendments, modifications and waivers must be in writing and signed by authorized representatives of the Parties. This Contract can be signed in multiple counterparts. Any provision of this Contract officially declared void, unenforceable, or against public policy, shall be ignored and the remaining provisions shall be interpreted, as far as possible, to give effect to the Parties’ intent. All provisions that by their nature would be expected to survive, shall survive termination. In the event of a conflict between the State’s and the Vendor’s terms, conditions and attachments, the State’s terms, conditions and attachments shall prevail. Definitions Public Works Requirements (820 ILCS 130/4) Prevailing Wage (janitorial cleaning, window cleaning, building and grounds, site technician, natural resources, food services, and

security services, if valued at more than $200 per month or $2000 per year (30 ILCS 500/25-60) Prevailing Wage (all printing contracts) (30 ILCS 500/25-60) Prohibition on Contingent Fees (certain federally funded contracts) X BEP Subcontracting Requirements (Utilization Plan and Letter of Intent) State Supplemental Terms and Conditions Vendor Supplemental Terms and Conditions Prior Vendor Collective Bargaining Contractor

This applies if the prior Vendor’s employees who perform the services under the prior contract are covered by a collective bargaining contract. In accordance with Illinois law (30 ILCS 500/25-80), in order to be considered a responsible bidder and eligible for award you must: (a) offer to assume the collective bargaining obligations of the prior employer, including any existing collective bargaining agreement with the bargaining representative of any existing collective bargaining unit or units performing substantially similar work to the services covered by the contract subject to its offer, and (b) offer employment to all employees currently employed in any existing bargaining unit performing substantially similar work that will be performed under this contract. You are certifying you will comply with this law.

Information Technology Requirements

As required by Illinois Public Act 095-0307, all information technology, including electronic information, software, systems, and equipment, developed or provided under this contract must comply with the applicable requirements of the Illinois Information Technology Accessibility Act Standards as posted at http://www.dhs.state.il.us/iitaa.

Other (describe)

Page 10